Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-1), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. Each of the parties hereto hereby agrees that the Collateral Account shall be deemed to be a Securities Account, together with any additional subaccounts as the Collateral Custodian may determine from time to time are necessary for administrative convenience. Each of the parties hereto hereby agrees to cause the Collateral Custodian to agree with the parties hereto that with respect to the Collateral Account, (aA) The Servicer shall establishthe cash and other property (subject to Section 6.4(e) below with respect to any property other than Investment Property) is to be treated as a Financial Asset and (B) the jurisdiction governing the Accounts, on or before all Cash and other Financial Assets credited to the Closing DateCollateral Account and the securities intermediary’s jurisdiction (within the meaning of Section 9-304(b) of the UCC) shall, and maintain in each case, be the State of New York. In no event may any Financial Asset held in the Collateral Account be registered in the name of of, payable to the Indenture Trustee at order of, or specially Indorsed to, the Borrower unless such Financial Asset has also been Indorsed in blank or to the Collateral Custodian. In addition, for an Eligible Institution (which Approved Foreign Currency, the Collateral Custodian shall initially establish segregated accounts that each constitute a General Collection Account, Principal Collection Account, Interest Collection Account, Collateral Account, Unfunded Exposure Account and Pre-Funded Loan Account for an Approved Foreign Currency. Any amounts received by the Collateral Custodian that are denominated in an Approved Foreign Currency that are required to be deposited into the Securities Intermediary) a segregated trust account designated as the Principal Collection Account (or the “Collection Account”). The Interest Collection Account shall be held in trust for deposited by the benefit of Collateral Custodian into the Noteholders, and the Certificateholders. The Principal Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Accountas applicable, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturean Approved Foreign Currency.
Appears in 2 contracts
Samples: Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC), Loan, Security and Collateral Management Agreement (Phillip Street Middle Market Lending Fund LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242023-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee at an Eligible Institution first Loan, the Borrower shall establish with the Custodian as Securities Intermediary (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account, which shall initially be a subaccount of the Securities IntermediaryCollection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iii) a segregated trust account designated as securities account, which shall be a subaccount of the Collection Account Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other principal proceeds will be deposited (the “Principal Collection Account” and, together with the Interest Collection Account, the “Collection Account”). The Collection Account shall be held in trust for , (iv) a securities account (the benefit of “Trust Account”) into which all cash received by the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals Borrower from the equity contributions made by the Equityholder, all Loan proceeds and any amounts transferred from the Principal Collection Account in accordance with this Agreement, the Indenture Principal Priority of Payments will be deposited and (v) a securities account (the Trust Agreement. All monies “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited from time to time in the Collection Account pursuant to this Agreement Section 6. The Accounts shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided maintained in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, accordance with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountControl Agreement.
(b) The Servicer shall establish, on only permitted withdrawal from or before application of assets credited to the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Collateral Account shall be held to deliver such assets in trust for connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. Any cash payment received in connection with any such disposition shall be deposited into the benefit Collection Account or paid to the Administrative Agent on behalf of the Noteholders. The Note Payment Account Lenders as provided herein, and any non-cash asset received in exchange shall be under credited to the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Collateral Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountpromptly.
(c) The Servicer Borrower (or the Collateral Manager on behalf of the Borrower) shall establishinstruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Borrower Collateral to the Collection Account. The Borrower shall (or shall cause the Collateral Manager to), on or before the Closing Datea daily basis (on each Business Day), and maintain identify collections received in the name Collection Account on the second prior Business Day in connection with the Portfolio Assets as either Principal Collections or Interest Collections and notify the Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Indenture Trustee at an Eligible Institution Borrower) shall cause all Principal Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (which shall initially be but in any event no later than one Business Day following receipt thereof) transferred by the Securities Intermediary) a segregated trust account designated as Custodian to the “CarMax Auto Owner Trust 2024-1 Trust Principal Collection Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for Borrower (or the benefit Collateral Manager on behalf of the CertificateholdersBorrower) shall cause all Interest Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the Interest Collection Account. The Certificate Payment Account shall be under the sole dominion and control only permitted withdrawal from or application of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts funds on deposit in the Certificate Payment Collection Account, Principal Collection Account or Interest Collection Account shall be to make payments expressly provided for in this Agreement or to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(b).
(d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement or (ii) purchase Assets.
(e) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be in accordance with Section 6 hereof.
(f) With the prior written consent of the Administrative Agent (not be invested. If the Certificate Payment Account is no longer to be maintained at unreasonably withheld or delayed), the Collateral Manager may direct the Custodian and the Securities Intermediary to withdraw from the Collection Accounts and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Securities Intermediary, the Servicer shall, with Borrower and each Lender a report setting forth the Indenture Trustee’s assistance as necessary, promptly (calculation of such Excluded Amounts in form and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due substance reasonably satisfactory to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account Administrative Agent and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)each Lender.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Credit Agreement (Steele Creek Capital Corp), Credit Agreement (Steele Creek Capital Corp)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242022-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. Except as otherwise provided in this Section 4.2, the Debtor shall continue to collect, at its own expense, all amounts due or to become due to the Debtor with respect to Accounts and apply such amounts as are so collected to the outstanding balances thereof. In connection with such collections, the Debtor may take (aand, at Secured Party’s direction during the continuance or any Default or Event of Default, shall take) The Servicer shall establish, on such action as the Debtor or before the Closing Date, and maintain in the name Secured Party may deem necessary or advisable to enforce collection of the Indenture Trustee Accounts. Secured Party shall have the right at any time after the occurrence and during the continuance of a Default or an Eligible Institution Event of Default to: (which shall initially be i) notify the Securities IntermediaryAccount Debtor under any Accounts (or any other Person obligated thereon) a segregated trust account designated as of the Collection Lien granted upon such Accounts in favor of Secured Party and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Secured Party; (ii) exercise the “Collection Account”)rights of the Debtor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to the Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (iii) adjust, settle or compromise the amount or payment of such Accounts. The Collection Account After the occurrence and during the continuance of an Event of Default all amounts and Proceeds received by the Debtor with respect to the Accounts shall be held received in trust for the benefit of the NoteholdersSecured Party, and the Certificateholders. The Collection Account shall be under the sole dominion and control segregated from other funds of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property Debtor and shall be applied as provided in this Agreement. All deposits forthwith paid over to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held Secured Party in the Collection Account shall, same form as so received (with any necessary endorsement) to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Deposit Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal 4.12 and applied pursuant to the Obligations in such manner as the Secured Party may determine in its sole discretion. The Debtor shall not adjust, settle or compromise the amount necessary to pay or payment of any Account, or release wholly or partly any Account Debtor, or allow any credit or discount thereon (other than adjustments, settlements, compromises, releases credits and discounts in the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any ordinary course of its Affiliates business and in respect of the Total Servicing Fee owing amounts which are not material to the Servicer to Debtor) without the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the prior consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureSecured Party.
Appears in 2 contracts
Samples: Security Agreement (FNDS3000 Corp), Security Agreement (FNDS3000 Corp)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242023-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242020-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. Each of the parties hereto hereby agrees that (ai) The Servicer each Account is intended to be a “securities account” or “deposit account” within the meaning of the UCC and (ii) except as otherwise expressly provided herein and subject to the terms of the Securities Account Control Agreement, the Borrower shall establishbe exclusively entitled to exercise the rights that comprise each Financial Asset held in each Account which is a securities account and have the right to direct the disposition of funds in any Account which is a deposit account. Each of the parties hereto hereby agrees to cause the Collateral Custodian or any other Securities Intermediary that holds any money or other property for the Borrower in an Account to agree with the parties hereto that (A) any property other than cash (subject to Section 6.4(e) below with respect to any property other than investment property, on as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset under Article 8 of the UCC, (B) all cash shall be credited to the applicable deposit account and (C) the “securities intermediary’s jurisdiction” (within the meaning of Section 8-110 of the UCC) for that purpose shall be the state of New York. All securities or before other property underlying any Financial Assets credited to the Closing Date, and maintain Accounts in the form of securities or instruments shall be registered in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank Intermediary or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain if in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Borrower or the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; providedCollateral Agent, however, that the Servicer may make deposits Indorsed to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shallIndorsed in blank, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not credited to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the another securities account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain maintained in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in no case will any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due Financial Asset credited to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will Accounts be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, registered in the name of the Indenture TrusteeBorrower, a settlement account which will be used payable to facilitate the wire transfer order of the offering proceeds of Borrower or specially Indorsed to the Notes on Borrower, except to the Closing Date. The Indenture Trustee shall deposit and distribute amounts extent the foregoing have been specially Indorsed to the Securities Intermediary or Indorsed in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Dateblank.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (North Haven Private Income Fund LLC), Loan and Servicing Agreement (North Haven Private Income Fund LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242021-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242019-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-2), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242022-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242020-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242019-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242020-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “"Regular Principal Distributable Amount” " for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.the
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-3), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242022-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. With respect to the Accounts, and without limiting Lender’s rights above:
(a) The Servicer shall establishLender may direct any or all Account Debtors to make payment directly to Lender or to a specified agent of Lender.
(b) Lender may demand, on collect, receive and give receipts for any and all money and other property due or before to become due in connection with the Closing DateAccounts, in Lender’s or Debtor’s name.
(c) Lender may file any claim and maintain take any other action in any court of law or equity which Lender determines to be appropriate for the name purpose of collecting any or all of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture TrusteeAccounts; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account Lender shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and obligated in any case within ten (10) calendar days manner to make any demand or such longer period not to exceed thirty (30) calendar days make any inquiry as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee nature or sufficiency of any change in payment received by it, or to present or file any claim or take any action to collect or enforce the account number payment of any or location all of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountAccounts.
(d) IfDebtor, on any Distribution Dateat Lender’s request, shall, and Lender, at Lender’s option may, give notice in form acceptable to Lender, to the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of Debtors: (i) of Debtor’s grant of a security interest in the Note Balance as of the day preceding such Distribution Date, Accounts to Lender; and (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances additional information and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due instructions concerning Lender’s rights under this Security Agreement as Lender in Lender’s good faith business judgment determines to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).appropriate. GENERAL SECURITY AGREEMENT
(e) On Debtor shall, promptly following Lender’s request, deliver to Lender the originals of all Accounts Receivable Documentation together with the originals of all instruments, chattel paper, security agreements, guaranties, and other documents and property evidencing or before securing the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, Accounts in the name same form as received by Debtor, each of the Indenture Trusteewhich shall be properly endorsed by Debtor to Lender, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Daterecourse.
(f) The Servicer Lender shall have the powerright to settle, revocable accept reduced amounts, adjust disputes and claims directly with, and give releases on behalf of Debtor to Account Debtors, upon such terms as Lender, in Lender’s good faith business judgment, determines to be appropriate.
(g) Except as otherwise provided by the Indenture Trustee or by the Trust with the consent UCC and except for any of the Indenture Trusteefollowing arising from Lender’s or any Lender’s gross negligence or willful misconduct, Lender shall not be directly or indirectly liable or responsible in each case at any way or under any circumstances to Debtor or any other party for: (i) any shortage or discrepancy in, damage to, or loss or destruction of, any goods, the written direction sale or other disposition of which gives rise to an Account; (ii) any act, omission, error or delay of any kind by Lender in settling, failing to settle, collecting, or failing to collect any Account, including any act or omission which results in the loss or impairment of the Holders Debtor’s Account, including any act or omission which results in the loss or impairment of the Notes evidencing not Debtor’s rights against any third person; (iii) settling any Account for less than 51% the full amount hereof; (iv) any failure or delay by Lender in enforcing or collecting any payment under any Account; or (v) the performance or observance of any or all of Debtor’s duties, obligations, representations, or the warranties under any other agreement or document relating to any or all of the Note Balance Collateral, including the Accounts.
(h) If for any reason Debtor receives any payment in connection with any of the Controlling ClassAccounts following the occurrence and during the continuance of an Event of Default, Debtor: (i) shall immediately pay or deliver such payment to instruct Lender in the Indenture Trustee original form in which received by Debtor; (ii) shall endorse to make withdrawals Lender, with recourse, all checks, drafts, money orders, notes, and payments other instruments or documents representing such payment; (iii) shall not commingle such payment with any of Debtor’s other funds or property; and (iv) shall hold such payment separate and apart from the Collection Account, the Note Payment Account, the Reserve Account Debtor’s other funds and the Certificate Payment Account property in an express trust for the purpose of permitting the Servicer Lender until paid or the Owner Trustee delivered to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureLender.
Appears in 2 contracts
Samples: Credit Agreement (ADESTO TECHNOLOGIES Corp), Credit Agreement (ADESTO TECHNOLOGIES Corp)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242019-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-4), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242019-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establishNo Borrower will, on or before will permit any Restricted Subsidiary party to the Closing DateSecurity Agreement to instruct any Obligor to remit any Collections to any Person, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) account or lock-box other than a segregated trust account designated as the Collection Lock-Box Bank, a Lock-Box Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trusteeor a Lock-Box; provided, however, that a Borrower that is the Servicer Obligor on another Borrower’s Receivable may make deposits payments of Collections on such Receivable to a Deposit Account of such other Borrower so long as there has been no incremental borrowing on a net basis as a result of such remittance. No Borrower will, or will permit any such Restricted Subsidiary to permit funds other than Collections of Receivables to be deposited into any Lock-Box, Lock-Box Account or (except as permitted by Section 4.5(c)) the Master Collection Account. At any time, if funds other than Collections are deposited into any such Lock-Box, Lock-Box Account or (except as permitted by Section 4.5(c)) the Master Collection Account, such Borrower shall promptly identify such funds for segregation therefrom, and direct after providing the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance Collateral Agent with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part reasonable evidence of the Trust Property and rightful ownership of such funds, shall be applied as provided in this Agreementinstruct the Collateral Agent to transfer such funds to such rightful owners. All deposits No Borrower will, or will permit any such Restricted Subsidiary to, commingle Collections or other funds to and withdrawals from which Collateral Agent is entitled hereunder with any other funds. The Borrower shall instruct each Lock-Box Bank to transfer all Collections at the Collection Account shall be made only upon the terms and conditions end of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant each Business Day to the first sentence of Section 4.2Master Collection Account. No Borrower will, all amounts held in the Collection Account shallor will permit, any such Restricted Subsidiary to the extent permitted by applicable lawadd any Lock-Box Bank, rules and regulationsany Lock-Box, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Lock-Box Account to be moved to an Eligible Institution. The Servicer those listed on Exhibit 1.1(b) unless Administrative Agent and Collateral Agent shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution have consented thereto (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account consent shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (unreasonably withheld) and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to received an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee executed and the Owner Trustee acknowledged copy of any change a Lock-Box Letter substantially in the account number form of Exhibit 1.1(c) (with such changes as are acceptable to Administrative Agent and Collateral Agent) to each new Lock-Box Bank with respect thereto. No Borrower will, or location of the Note Payment Account.
(c) The Servicer will permit any such Restricted Subsidiary to, terminate any Lock-Box Bank or Lock-Box or close any Lock-Box Account or Lock-Box unless Collateral Agent shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee have received at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than least thirty (30) days following prior notice of such termination or such shorter period as the Closing DateCollateral Agent may agree to.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Huntsman Petrochemical Finance Co), Revolving Credit Agreement (Huntsman LLC)
Accounts. 22.35.1 The Parent, the Borrower, Holdco and Opco shall:
(a) The Servicer shall establishensure that within 5 Business Days following the Closing Date the Borrower Proceeds Account (as defined in the June 2009 Senior Facilities Agreement) is closed and all credit balances are transferred into the Borrower Business Account; and
(b) instruct the Account Bank (as this term is defined in the June 2009 Senior Facilities Agreement), in the agreed form and as soon as possible on or before after the Closing Date, to give effect to the closures and maintain transfers referred to in (a) above.
22.35.2 With effect from the name Closing Date and thereafter until the Final Discharge Date, the Parent, the Borrower, Holdco and Opco shall ensure that:
(a) neither the Borrower, Holdco or Opco open any bank account other than the Transaction Accounts, without the prior consent of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.Senior Agent;
(b) The Servicer all bank accounts of the Borrower, Holdco and Opco (other than the Disbursements Accounts) shall establishbe opened and maintained with the Account Bank in accordance with the provisions of the Finance Documents and are subject to valid Security under the Transaction Security Documents;
(c) all Disbursements Accounts of the Borrower, on or before Holdco and Opco shall be opened and maintained with the Disbursements Account Bank in accordance with the provisions of the Finance Documents and are subject to valid Security under the Transaction Security Documents; and
(d) no amounts are transferred into the Borrower WCF Account other than the proceeds of utilisations under the Working Capital Facility Agreement and an amount of up to R20,000,000, which may, prior to the Closing Date, and maintain in be transferred from any Transaction Account into the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment WCF Account (the “Note Payment Account”). The Note Payment Account shall and which amount may be held in trust used for the benefit of the Noteholders. The Note Payment Account shall be any purpose for which utilisations under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer Working Capital Facility Agreement may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountused).
22.35.3 By no later than 10 (cten) The Servicer shall establish, on or before Business Days prior to the Closing Date, :
(a) each of Holdco and maintain in the name of the Indenture Trustee at an Eligible Institution (which Opco shall initially be the Securities Intermediary) open a segregated trust disbursement account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and Borrower shall open such number of disbursement accounts as may direct be agreed to between the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement Senior Agent and the Trust Agreement. All monies deposited from time to time Borrower (each a Disbursement Account) in South Africa with the Certificate Payment Disbursements Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property Bank denominated in Rand and shall be applied as provided in this Agreement and maintain the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall Disbursement Accounts for a period of not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly less than 30 (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30thirty) days following the Closing Date.
22.35.4 With effect from the Closing Date and thereafter until the Final Discharge Date:
(fa) The Servicer the Borrower shall have maintain the powerBorrower Business Account and the Borrower WCF Account in South Africa in its name with Standard Bank denominated in Rand;
(b) Holdco shall maintain (and the Borrower shall ensure that Holdco maintains) the Holdco Business Account in South Africa in its name with Standard Bank denominated in Rand; and
(c) Opco shall maintain (and the Borrower and Holdco shall ensure that Opco maintains) the Opco Business Account in South Africa in its name with Standard Bank.
22.35.5 With effect from the Closing Date and thereafter until the Final Discharge Date, revocable by without the Indenture Trustee or by the Trust with the prior written consent of the Indenture TrusteeSenior Agent:
(a) the Borrower shall not open or maintain any bank, deposit, savings or other account except for its respective Disbursement Accounts, the Borrower WCF Account and the Borrower Business Account;
(b) Holdco shall not (and the Borrower shall ensure that Holdco shall not) open or maintain any bank, deposit, savings or other account except for its respective Disbursement Account and the Holdco Business Account; and
(c) Opco shall not (and the Borrower and Holdco shall ensure that Opco shall not) open or maintain any bank, deposit, savings or other account except for its respective Disbursement Account and the Opco Business Account, any other account which holds Cash or Cash Equivalent Investments so long as those Cash or Cash Equivalent Investments become subject to the Transaction Security in form and substance satisfactory to the Senior Agent as soon as is reasonably practicable.
22.35.6 Each Transaction Account shall be a separate account at the Account Bank (or, in each the case at the written direction of the Holders Disbursements Accounts, with the Disbursements Account Bank).
22.35.7 If the Borrower or Holdco receives any moneys for crediting to a Transaction Account in a currency other than in the currency of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection that Transaction Account, the Note Payment Borrower shall request the Account Bank (or Disbursements Account Bank, as the case may be), to convert these moneys into the relevant currency of account at the Applicable Spot Rate of Exchange.
22.35.8 The Borrower shall at all times indemnify and keep indemnified the Senior Agent, the Security Agent and each Security SPV fully and effectually from and against all liabilities, costs and expenses which it may incur to the Account Bank, the Disbursements account Bank (or their affiliates and/or nominees) in connection with the opening, operation or closure of any Transaction Account, including transaction charges, save to the Reserve Account extent that such liabilities, costs and expenses result from the Certificate Payment Account for negligence or wilful default of the purpose of permitting Senior Agent, the Servicer Security Agent or that Security SPV (as the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturecase may be).
Appears in 2 contracts
Samples: Senior Facilities Agreement (Atlatsa Resources Corp), Senior Term Loan and Revolving Facilities Agreement (Atlatsa Resources Corp)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242018-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Select Receivables Trust 2024-1 A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242021-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242021-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) Qualified Intermediary shall establish the Accounts during the term of this Agreement. The Servicer purpose of the Accounts, the procedures with respect to the collection, separation, consolidation, transfer and disbursement of funds with respect to each Account, the procedures with respect to the payment for Replacement Property, certain reporting requirements of the Exchangers, the investment of funds on deposit in the Exchange Account and funds transfer procedures with respect to the Accounts are described in greater detail in Exhibit C.
(b) As part of its assignment of the Relinquished Property Agreement to Qualified Intermediary pursuant to Section 2.1 above, each Exchanger shall establishdesignate the Asset Class(es) of the Relinquished Property to which the Relinquished Property Agreement relates and as described in Exhibit A, and shall instruct Qualified Intermediary as to the amount of the Qualified Proceeds to be received pursuant to such Relinquished Property Agreement that is allocable to Relinquished Property of each such Asset Class designated by such Exchanger. Upon receipt of such instruction by the applicable Exchanger and of the Qualified Proceeds from the Transferee, Qualified Intermediary shall deposit the Qualified Proceeds into the Exchange Account as instructed by such Exchanger hereunder.
(c) Any funds on deposit in the Accounts shall be invested in Permitted Investments. Qualified Intermediary shall credit to the applicable Account, on a periodic basis or before at the Closing Datetime of closing of the account, and maintain the interest or other similar return earned, if any, on funds on deposit in the name Accounts.
(d) Qualified Intermediary shall disburse, in the form of ACH credits or wire transfers, Qualified Proceeds from the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Exchange Account (the “Collection Account”). The Collection Account shall be held in trust to one or more Disbursement Accounts for the benefit acquisition of the NoteholdersReplacement Property, as described in Section 4.2 above and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account non-Qualified Disbursements. In connection with any checks or EFT to be prepared and executed in accordance with this AgreementSection, Qualified Intermediary may appoint any person (including, without limitation, Exchanger as its agent for the limited purpose of preparing such checks and/or verifying such EFT disbursement or transfer files, and may appoint any person (including, without limitation, the Indenture person designated as its agent for the purpose of preparing such checks and/or verifying such EFT disbursement or transfer files) as its attorney-in-fact with full power and authority to execute and deliver such checks and/or to verify the Trust Agreement. All monies deposited from time amounts of such EFT disbursement or transfer files payable with funds on deposit in a Disbursement Account on behalf of Qualified Intermediary pursuant to time a revocable limited power of attorney in the Collection form attached as Exhibit E hereto.
(e) The Exchange Account shall be a restricted account, and each Exchanger shall have no right to pledge, borrow or otherwise obtain the benefits of Qualified Proceeds held in such Account, except as provided in Section 3.2(ii) above, Article IV above and to the extent not inconsistent with Treasury Regulation Section 1.1031(k)-1(g)(6). Upon a Disbursement Occurrence, funds, if any, contained in the Exchange Account which no longer constitute Qualified Proceeds shall be transferred to the applicable Exchanger.
(f) All funds held in Accounts pursuant to this Agreement shall only be held by transferred or disbursed upon the Indenture Trustee as part joint written (including electronic) instruction of the Trust Property Qualified Intermediary and Exchanger. Nothing in this paragraph shall be applied as provided in this Agreement. All deposits construed to and withdrawals from the Collection Account shall permit a disbursement to be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, directed by either party except to the extent permitted by applicable lawTreasury Regulations Section 1.1031(k)-1(g)(6)), rules Section 5.02 of Rev. Proc. 2003-39 and regulationsSection 5.1(e) hereof. Except in regard to the disbursement of Additional Subsidies for Non-Qualified Disbursements, be invested, as directed Exchanger’s consent to a transfer or disbursement is intended solely to protect the integrity of Qualified Proceeds and Additional Subsidies from disbursement in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, circumstances inconsistent with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee terms of any change in the account number or location of the Collection Accountthis Agreement.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Master Exchange Agreement, Master Exchange Agreement (United Rentals North America Inc)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242018-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242023-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3)
Accounts. Each of the parties hereto hereby agrees that the Collateral Account shall be deemed to be a Securities Account, together with any additional subaccounts as the Collateral Custodian may determine from time to time are necessary for administrative convenience. Each of the parties hereto hereby agrees to cause the Collateral Custodian to agree with the parties hereto that with respect to the Collateral Account, (aA) The Servicer shall establishthe cash and other property (subject to Section 6.4(e) below with respect to any property other than investment property, on or before as defined in Section 9-102(a)(49) of the Closing DateUCC) is to be treated as a Financial Asset and (B) the jurisdiction governing the Account, all Cash and maintain other Financial Assets credited to the Account and the securities intermediary’s jurisdiction (within the meaning of Section 9-304(b) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in the Collateral Account be registered in the name of of, payable to the Indenture Trustee at order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed in blank or to the Collateral Custodian. In addition, for an Eligible Institution (which Approved Foreign Currency, the Collateral Custodian shall initially be the Securities Intermediary) establish segregated accounts that each constitute a segregated trust account designated as the Principal Collection Account (and Interest Collection Account for an Approved Foreign Currency. Any amounts received by the “Collateral Custodian that are denominated in an Approved Foreign Currency that are required to be deposited into the Principal Collection Account”). The Account or the Interest Collection Account shall be held in trust for deposited by the benefit of Collateral Custodian into the Noteholders, and the Certificateholders. The applicable Principal Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Accountas applicable, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturean Approved Foreign Currency.
Appears in 2 contracts
Samples: Loan, Security and Collateral Management Agreement (AG Twin Brook Capital Income Fund), Loan, Security and Collateral Management Agreement (AGTB Private BDC)
Accounts. 24.1 The Trustee, at the request of the Management Company, shall open Bank Accounts titled CDC-Trustee First Habib Stock Fund for the Unit Trust at such Branches of Banks and at such locations (aincluding outside Pakistan, subject to applicable Regulations and after obtaining necessary written prior approvals from the relevant regulatory authority in Pakistan) as may be requested by the Management Company from time to time. Such accounts may be used for collection, Investment, redemption or any other use of the Trust.
24.2 The Servicer Management Company may also require the Trustee to open a separate Bank Account for each dividend distribution out of the Unit Trust. Notwithstanding anything in this Deed, the beneficial ownership of the balances in these accounts shall establish, on or before the Closing Date, and maintain vest in the name Unit Holder(s).
24.3 All Bank charges for opening and maintaining Bank Accounts for the Trust shall be charged to the Fund.
24.4 All interest, income, mark up, profit etc. earned in the Distribution Account(s), including those accruing on unclaimed dividends, shall form part of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust Trust Property for the benefit of the Noteholders, Unit Holder(s) and the Certificateholders. The Collection Account shall be under transferred periodically from the sole dominion and control Distribution Account(s) to the main Bank Account of the Indenture Trustee; providedTrust.
24.5 The amounts received from the Core Investors (seed capital) and private placement investors shall be deposited in a separate Bank Account and transferred to the main Bank Account of the Fund upon the start of the Initial Offer Period. Income, however, that the Servicer may make deposits profit etc. earned on Investments by Core Investors and Pre IPO investors up to and direct including the Indenture Trustee in writing to make withdrawals from day before the Collection Account in accordance with this Agreementopening of Initial Public Offering, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by paid on receipt of such income / profit, to the Indenture Trustee as Core and Pre IPO investors and shall not form part of the Trust Property Property.
24.6 The Trustee shall, if requested by the Management Company open off shore Bank Accounts titled CDC Trustee-First Habib Stock Fund in offshore countries where the Investments are made on account of the Scheme, if such Investments necessitate opening and operation of Bank Accounts by the Trustee. For this purpose, the Trustee shall be applied deemed to be authorized to sign and submit the prescribed account opening forms of such Banks, including custodial/sub-custodial services accounts and Brokerage accounts with such Banks, Custodians, sub-Custodians, and Brokers, as provided may be required to be appointed for offshore Investments of the Scheme. The opening, operation and maintenance of such Bank Accounts, custodial/sub-custodial and Brokerage services accounts in this Agreementoffshore countries shall always be subject to the approval of the State Bank of Pakistan and the exchange control Regulations, as well as any directives of the State Bank of Pakistan and/or the Commission.
24.7 The Management Company shall exercise due caution and diligence in appointing and arranging of such Bank, Brokerage houses and Custodian/ sub-Custodian in offshore countries. All deposits to The Management Company and withdrawals from the Collection Account Trustee shall not incur any personal liability for any consequences that may arise in the opening and operation of such Bank Accounts, Brokerage accounts and/or custodial/sub-custodial services accounts. The Management Company and the Trustee shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part indemnified out of the Trust Property for any losses, costs and expenses that may be suffered, sustained or incurred by the Management Company /Trustee and against all consequences arising from and out of (1) the execution by the Management Company /Trustee of the account opening forms/ documents with all particulars as may be required by such Bank(s), Financial Institution(s), Custodian(s)/sub- Custodian(s) and Brokerage house(s), (2) the opening of such account(s) with the offshore Bank(s), Financial Institution(s), Custodian(s)/sub-Custodian(s) and Brokerage house(s), (3) the Investments made in offshore countries on account of the Scheme, (4) the appointment of Bank(s),Financial Institution(s), Broker(s) and/or Custodian(s)/sub-Custodian(s) for the Schemes’ Investments, securities and other assets internationally and (5) all other related or incidental activities of the Management Company/Trustee in relation to the above. Provided that such indemnity shall not be applied available to the Management Company and/or the Trustee, if such loss, cost or expense is sustained or incurred due to willful or gross negligence on their respective part. For the purpose of making arrangements in offshore countries, the Management Company may in consultation with Trustee retain the services of advisors and professionals to ensure legal and regulatory compliances on part of the Management Company and the Trustee, as provided in this Agreement and Clause 6.17 above.
24.8 The beneficial ownership of the Indenture. The amounts on deposit balances in the Note Payment Account Bank Account(s), except the Bank Account(s) mentioned in Clauses 24.4 and 24.5 above shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change vest in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the ServicerUnit Holder(s).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Trust Deed, Trust Deed
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 20242022-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (CarMax Auto Owner Trust 2022-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2022-2)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242018-1 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242020-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. Investment of Funds in Series 2021-2 Accounts. If (ai) The no Potential Default or Event of Default with respect to Group 1 has occurred and is continuing and (ii) Cellco is the Servicer, the Servicer shall establish, on or before the Closing Date, and maintain in the name of may instruct the Indenture Trustee at an Eligible to invest any funds in the Series 2021-2 Accounts in Permitted Investments and, if investment instructions are received, the Indenture Trustee will direct the Qualified Institution maintaining the Series 2021-2 Accounts to invest the funds in the Distribution Account, the Reserve Account or the Principal Funding Account, as applicable, in those Permitted Investments. If (which shall initially i) the Servicer fails to give investment instructions for any funds in the Distribution Account, the Reserve Account or the Principal Funding to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Securities IntermediaryIndenture Trustee) on the Business Day before a segregated trust account designated as Payment Date or (ii) the Collection Qualified Institution receives notice from the Indenture Trustee that a Potential Default with respect to Group 1 or Event of Default with respect to Group 1 has occurred and is continuing, the Qualified Institution will invest and reinvest funds in such Series 2021-2 Account (according to the “Collection Account”)last investment instructions received, if any. The Collection Account shall be held in trust for If no prior investment instructions have been received or if the benefit of instructed investments are no longer available or permitted, the NoteholdersIndenture Trustee will notify the Servicer and request new investment instructions, and the Certificateholdersfunds will remain uninvested until new investment instructions are received. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits consent, vote, waive or take any other action, or not to take any action, on any matters available to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part holder of the Trust Property and shall be applied as provided in this Agreement and Permitted Investments. If Cellco is not the Trust Agreement. The amounts Servicer, funds on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Principal Funding Account will remain uninvested. For so long as Cellco is the Servicer, any Permitted Investments of funds in the Series 2021-2 Accounts (or any reinvestments of the Permitted Investments) for a Collection Period must mature, if applicable, and be available no later than the second Business Day before the related Payment Account for Date. Any Permitted Investments with a maturity date will be held to their maturity, except that such Permitted Investments may be sold or disposed of before their maturity in connection with the purpose sale of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or Series 2021-2 Collateral under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureSection 5.6.
Appears in 2 contracts
Samples: Indenture (Verizon Master Trust), Indenture (Verizon Master Trust)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 20242023-1 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryIndenture Trustee) a segregated trust account designated as the “CarMax Auto Owner Trust 20242021-1 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities IntermediaryIndenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Period and any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)
Accounts. (a) The Servicer shall establish, on or before Prior to the Closing Date, and maintain the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, (i) one or more segregated trust accounts in the Indenture Trustee’s name for the deposit of Distribution Securitization Charge Collections (including Estimated Distribution Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Distribution Securitization Charges (the “Distribution Collection Account”) and (ii) one or more segregated trust accounts in the Indenture Trustee at Trustee’s name for the deposit of Power Supply Securitization Charge Collections (including Estimated Power Supply Securitization Charge Collections) and all other amounts received with respect to the Securitization Bond Collateral related to the Power Supply Securitization Charges (the “Power Supply Collection Account” and, together with the Distribution Collection Account, the “Collection Accounts”). Each Collection Account will consist of two subaccounts: a general subaccount (each, a “General Subaccount”); and an Eligible Institution excess funds subaccount (which shall initially each, an “Excess Funds Subaccount” and, together with the General Subaccounts, the “Subaccounts”). For administrative purposes, the Subaccounts may be established by the Securities IntermediaryIntermediary as separate accounts. Such separate accounts will be recognized individually as a Subaccount and collectively (with respect to Subaccounts of a particular Collection Account) as a “Collection Account.” In addition, prior to the Closing Date, the Issuer shall open or cause to be opened with the Securities Intermediary located at the Indenture Trustee’s office located at the Corporate Trust Office, or at another Eligible Institution, a capital account (the “Capital Account”) and a payment account (the “Payment Account”), each to be a segregated trust account designated as in the Indenture Trustee’s name. Prior to or concurrently with the issuance of the Securitization Bonds, the Member shall deposit into the Capital Account an amount equal to the Required Capital Level. All amounts in each Collection Account (not allocated to any other subaccount shall be allocated to the “Collection Account”)relevant General Subaccount. The Prior to the Initial Payment Date, all amounts in each Collection Account shall be held in trust for allocated to the benefit of the Noteholders, and the Certificateholdersrelevant General Subaccount. The All references to a Collection Account shall be deemed to include reference to all subaccounts contained therein. Withdrawals from and deposits to each of the Accounts and Subaccounts shall be made as set forth in Section 8.02(d) and Section 8.02(e). Each Account shall at all times be maintained in an Eligible Account and will be under the sole dominion and exclusive control of the Indenture Trustee; provided, howeverthrough the Securities Intermediary, that the Servicer may make deposits to and direct only the Indenture Trustee shall have access to each Account for the purpose of making deposits in writing to make and withdrawals from the Collection applicable Account in accordance with this Agreement, the Indenture and the Trust AgreementIndenture. Funds in each Account shall not be commingled with any other moneys. All monies moneys deposited from time to time in the Collection Account each Account, all deposits therein pursuant to this Agreement Indenture and all investments made in Eligible Investments as directed in writing by the Issuer with such moneys, including all income or other gain from such investments, shall be held by the Indenture Trustee Securities Intermediary in such Account as part of the Trust Property Securitization Bond Collateral as herein provided. The Indenture Trustee shall have no investment discretion. Absent written instructions to invest, funds shall remain uninvested. The Securities Intermediary shall have no liability in respect of losses incurred as a result of the liquidation of any Eligible Investment prior to its stated maturity or its date of redemption or the failure of the Issuer or the Servicer to provide timely written investment direction.
(b) The Securities Intermediary hereby confirms that (i) each of the Collection Accounts, the Capital Account and the Payment Account is, or at inception will be established as, a “securities account” as such term is defined in Section 8-501(a) of the UCC, (ii) it is a “securities intermediary” (as such term is defined in Section 8-102(a)(14) of the UCC) and is acting in such capacity with respect to such accounts, (iii) the Indenture Trustee for the benefit of the Secured Parties is the sole “entitlement holder” (as such term is defined in Section 8-102(a)(7) of the UCC) with respect to such accounts and (iv) no other Person shall have the right to give “entitlement orders” (as such term is defined in Section 8-102(a)(8)) with respect to such accounts. The Securities Intermediary hereby further agrees that each item of property (whether investment property, financial asset, security, instrument or cash) received by it will be credited to the applicable Collection Account, the Capital Account or the Payment Account. Such property, other than cash, shall be treated by it as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC. The Indenture Trustee shall hold any Securitization Bond Collateral consisting of money in the Collection Accounts, the Capital Account or the Payment Account and hereby confirms that for such purpose, each of the Collection Accounts, the Capital Account and the Payment Account is a “deposit account” within the meaning of Section 9-102(a)(29) of the UCC. The Indenture Trustee further confirms that for purposes of perfecting the security interest in such deposit account, it shall act as the “bank” within the meaning of Section 9-102(a)(8) of the UCC. Notwithstanding anything to the contrary, the State of New York shall be deemed to be the jurisdiction of the Securities Intermediary for purposes of Section 8-110(e) of the UCC and of the Indenture Trustee acting as the “bank” for purposes of Section 9-304(a) of the UCC, and the Collection Accounts, the Capital Account and the Payment Account (as well as the securities entitlements related thereto) shall be governed by the laws of the State of New York. The Securities Intermediary represents and agrees that (i) the “account agreement” (within the meaning of the Hague Securities Convention) establishing the Collection Accounts, the Capital Account and the Payment Account are governed by the law of the State of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention and (ii) at the time of entry of such account agreement, the Securities Intermediary had one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the criteria provided in Article 4(1)(a) or (b) of the Hague Securities Convention.
(c) The Indenture Trustee shall have sole dominion and exclusive control over all moneys in the Collection Accounts, the Capital Account and the Payment Account through the Securities Intermediary and shall be applied apply such amounts therein as provided in this Section 8.02.
(d) Securitization Charge Collections (including Estimated Securitization Charge Collections) shall be deposited in the applicable General Subaccount as provided in Section 6.11 of the Servicing Agreement. All deposits to and withdrawals from the Collection Accounts, the Capital Account and the Payment Account, all allocations to the subaccounts of the Collection Accounts and any amounts to be paid to the Servicer under Section 8.02(e) shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee in accordance with the written instructions provided by the Administrator in the Distribution Instructions (as defined herein) or through an Affiliate by the Servicer in the Monthly Servicer’s Certificates or the Semi-Annual Servicer’s Certificate or upon other written notice provided by the Servicer pursuant to Section 6.11 of the Servicing Agreement, as applicable.
(e) Not later than two Business Days prior to each Payment Date, the Administrator shall deliver to the Indenture TrusteeTrustee the Instructions for Distribution of Funds in the Accounts, in form and substance consistent with Exhibit E to this Indenture (the “Distribution Instructions”), instructing the Indenture Trustee to transfer funds from the Accounts described in the Distribution Instructions to the Payment Account to pay amounts payable on such Payment Date in accordance with this Section 8.02(e). All On each Payment Date, unless specified otherwise, the Indenture Trustee shall apply such Permitted Investments amounts transferred into the Payment Account to pay the following amounts, in accordance with the Distribution Instructions. in the following priority:
(i) amounts owed by the Issuer to the Indenture Trustee (including legal fees and expenses and outstanding indemnity amounts) shall be held paid to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly Trustee (and subject to Section 6.07) in any case within ten (10) calendar days or such longer period an amount not to exceed thirty $250,000 per annum (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the “Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment AccountCap”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits Indenture Trustee Cap shall be disregarded and inapplicable following an Event of Default;
(ii) the Servicing Fee with respect to such Payment Date and direct all unpaid Servicing Fees for prior Payment Dates shall be paid to the Servicer;
(iii) the Administration Fee for such Payment Date shall be paid to the Administrator and the Independent Manager Fee for such Payment Date shall be paid to the Independent Manager, and in each case with any unpaid Administration Fees or Independent Manager Fees from prior Payment Dates (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such fees);
(iv) all other ordinary and periodic Operating Expenses (or, to the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such Operating Expenses) of the Issuer for such Payment Date not described above shall be paid to the parties to which such Operating Expenses are owed;
(v) Periodic Interest for such Payment Date, including any overdue Periodic Interest, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds;
(vi) principal due and payable on the Securitization Bonds as a result of an acceleration upon an Event of Default or on the Final Maturity Date of each Tranche of the Securitization Bonds shall be paid to the Holders of Securitization Bonds;
(vii) Periodic Principal for such Payment Date, in accordance with the Expected Amortization Schedule, including any overdue Periodic Principal, with respect to the Securitization Bonds shall be paid to the Holders of Securitization Bonds, pro rata if there is a deficiency;
(viii) any other unpaid Operating Expenses (including fees, expenses and indemnity amounts owed to the Indenture Trustee but unpaid due to the limitation in writing Section 8.02(e)(i)) (or, to make withdrawals the extent one or more series of Additional Securitization Bonds are issued, an allocable share of such Operating Expenses) and any remaining amounts owed pursuant to the Basic Documents shall be paid the parties to which such Operating Expenses or remaining amounts are owed;
(ix) replenishment of the amount, if any, by which the Required Capital Level exceeds the amount in the Capital Account as of such Payment Date shall be allocated to the Capital Account;
(x) the Return on Invested Capital then due and payable, and any related taxes thereon, shall be paid to DTE Electric; and
(xi) the balance, if any, shall be allocated to the appropriate Excess Funds Subaccount for distribution on subsequent Payment Dates.
(i) the Tranche A-1 Securitization Bonds, all Tree Trim Amounts, and all of the other foregoing amounts relating to Tree Trim, have been paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance of the Distribution Collection Account, if any, will be paid to the Issuer, free from the Note Payment Account Lien of the Indenture, and (ii) the Securitization Bonds have been Paid in accordance with this Agreement Full and discharged, and all of the other foregoing amounts are paid in full, including without limitation, amounts due and payable to the Indenture Trustee under the Indenture or otherwise, the balance (including all amounts then held in any Account), if any, will be paid to the Issuer, free from the Lien of the Indenture. All monies deposited from time payments to time the Holders of the Securitization Bonds pursuant to Section 8.02(e)(v), Section 8.02(e)(vi) and Section 8.02(e)(vii) shall be made to such Holders pro rata based on the respective amounts of interest and/or principal owed, unless, in the Note Payment Account case of Securitization Bonds comprised of two or more Tranches, the Series Supplement provides otherwise. Payments in respect of principal of and premium, if any, and interest on any Tranche of Securitization Bonds will be made on a pro rata basis among all the Holders of such Tranche. In the case of an Event of Default, then, in accordance with Section 5.04(c), in respect of any application of moneys pursuant to this Agreement Section 8.02(e)(v) or Section 8.02(e)(vi), moneys will be applied pursuant to Section 8.02(e)(v) and Section 8.02(e)(vi), as the Indenture shall be held by case may be, in such order, on a pro rata basis, based upon the interest or the principal owed.
(f) On any Business Day upon which the Indenture Trustee receives a written request from the Administrator stating that any Operating Expense payable by the Issuer (but only as part described in Section 8.02(e)(i), Section 8.02(e)(ii), Section 8.02(e)(iii) and Section 8.02(e)(iv)) will become due and payable prior to the next Payment Date, and setting forth the amount and nature of such Operating Expense, as well as any supporting documentation that the Trust Property and shall be applied as provided in this Agreement and Indenture Trustee may reasonably request, the Indenture. The Indenture Trustee, upon receipt of such information, will make payment of such Operating Expenses on or before the date such payment is due from amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediaryapplicable General Subaccount, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee applicable Excess Funds Subaccount and the Owner Trustee of any change Capital Account, in that order and only to the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing extent required to make deposits to such payment, it being understood that, until the Certificate Payment Account Tranche A-1 Securitization Bonds are Paid in accordance with this Agreement and Full, the Indenture and may Administrator shall direct the Indenture Trustee to make withdrawals draw amounts equal to 68.19% of such Operating Expense due and payable from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part Subaccounts of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and 31.81% of such Operating Expense due and payable from the Reserve Account equals or exceeds the sum of (i) the Note Balance as Subaccounts of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Power Supply Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 2 contracts
Samples: Indenture (DTE Electric Securitization Funding I LLC), Indenture (DTE Electric Securitization Funding I LLC)
Accounts. (a) The Servicer shall establish, on or before As of the Closing Date, and maintain the Collateral Agent shall have established an account (the “Restricted Account”), in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and exclusive control of the Indenture Trustee; providedCollateral Agent, howeverthe contents of which are to be applied pursuant to this Section 6(a).
(i) the Borrower shall cause (and each other Lien Grantor shall take all actions required on its part to cause) to be deposited in the Restricted Account, that promptly upon receipt thereof:
(A) the Servicer may make deposits amounts of any Revolving Loan whose borrowing date has been postponed pursuant to Section 2.5 of the Senior Credit Agreement;
(B) all proceeds collected with respect to the Key Man Insurance and direct the Indenture Trustee in writing to make withdrawals Key Man Guarantee;
(C) all Net Cash Proceeds from any Recovery Event;
(D) all sale proceeds from the Collection disposition of Eligible Equipment and Eligible Inventory to the extent such proceeds are included in the Borrowing Base;
(E) all amounts related to engines in overhaul that comprise Eligible Equipment as contemplated in Section 3.2(g)(ii) of the Senior Credit Agreement. The Borrower shall also deposit into the Restricted Account any cash collateral required to be deposited in accordance with this lieu of the Key Man Guarantee pursuant to Section 6.9 of the Senior Credit Agreement, provided that such cash collateral shall be promptly released by the Collateral Agent to the Borrower upon the delivery of the Key Man Guarantee as provided in Section 6.9 of the Senior Credit Agreement. Such cash collateral shall be applied in the same amount and in the same manner as proceeds under the Key Man Guarantee would have been applied and shall be released when and to the extent the Key Man Guarantee would be terminated.
(ii) Unless the maturity of the Loans (or other Obligations) shall have been accelerated pursuant to Section 8 of the Senior Credit Agreement:
(A) The Collateral Agent shall apply the amounts referred to in clauses (A), (B) and (C) of Section 6(a)(i) as specified in the Senior Credit Agreement; and
(B) Amounts specified in clauses (D) and (E) of Section 6(a)(i) shall be paid to or as directed by the Borrower promptly after the submission of the next Borrowing Base Report indicating that such assets are no longer included within the Borrowing Base. After the maturity of the Loans (or other Obligations) shall have been accelerated pursuant to Section 8 of the Senior Credit Agreement, the Indenture Collateral Agent may apply all sums held in the Restricted Account pursuant to Section 9.
(iii) Funds held in the Restricted Account may, until withdrawn or required to be applied pursuant hereto, be invested and reinvested in such Liquid Investments as the Trust Agreement. All monies deposited Borrower shall request from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accounttime.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust Except for the benefit of Restricted Account or as permitted in clause (c) below, neither the Noteholders. The Note Payment Borrower nor any Lien Grantor shall establish or maintain any Deposit Account shall be under unless such Deposit Account is pledged to the sole dominion and control of the Indenture Trustee; Collateral Agent pursuant to an Account Control Agreement, provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Borrower’s existing Investment Account in accordance 3091-9218 with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account Wachovia Securities shall not be invested. If the Note Payment Account is no longer required to be maintained at pledged so long as the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly sole holding in such account is 886 shares (and in any case within ten (10or less) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.common stock of Ace Aviation Holdings, Inc.
(c) The Servicer shall establish, on or before Neither the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account Borrower nor any Lien Grantor shall be held in trust for the benefit of the Certificateholders. The Certificate Payment required to pledge any Deposit Account shall be under the sole dominion established or maintained by it and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing exclusively used to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee fund:
(i) current payroll obligations;
(ii) fiduciary obligations (such as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountpension plans).
(d) IfThe Collateral Agent shall not give the “Notice”, on any Distribution Date, the aggregate amount on deposit under and as defined in the Collection initial Account and Control Agreement (or equivalent notice in any subsequent Account Control Agreement) unless the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer Loans shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application have been accelerated pursuant to Section 2.8(a) 8 of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)Senior Credit Agreement.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Guarantee and Collateral Agreement (AerCap Holdings N.V.)
Accounts. (a) The Servicer shall establish, on or before Agent will at all times maintain the Closing Date, Collection Account and maintain the Investment Account in the name of the Indenture Trustee Agent and the Agent shall have exclusive control of, and a valid, perfected and first priority security interest in, such accounts. The Seller and the Servicers will at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as all times remit all Collections to the Collection Account within three Business Days after receipt thereof, for application as provided in this Section, provided that each Servicer shall cause Collections from the proceeds of a sale of an Origination Home to be made directly to the Collection Account and, to effect the same (commencing, in the “case of Collections related to Receivables originated by Executive Relo, no later than March 31, 2005), the related Servicer shall give written direction to the applicable Origination Home Closing Agent to send such proceeds to the Collection Account”). The Prior to March 31, 2005, Collections relating to Receivables originated by Executive Relo may be sent to the BofA Box/Account, provided that (i) no checks received by BofA shall be deposited, but shall instead be sent in the form received to the Agent for deposit in the Collection Account, (ii) all amounts deposited to the BofA Box/Account by wire transfer shall be remitted to the Agent by BofA no later than the Business Day following BofA’s receipt thereof, and (iii) no later than January 29, 2005 BofA, Executive Relo and the Agent shall have entered into a Lock-Box Agreement. No withdrawals, payments or transfers of funds from the Collection Account, the BofA Box/Account or the Investment Account shall be held in trust for made except upon the benefit written direction of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Agent in accordance with this Agreement, the Indenture and the Trust AgreementSection. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all The amounts held in the Collection Account shall, may be transferred to the extent permitted by applicable law, rules Investment Account and regulations, be invested, as directed in writing invested and reinvested by the Servicer, by the bank or trust company then maintaining the Collection Account Agent solely in Permitted Investments that mature not later than credited to the Business Day preceding Investment Account selected by the Distribution Date following Seller in a written notice to the Collection Period during Agent (unless a Termination Event exists, in which case such transfer and investment is made. Each of shall be at the discretion of, and in Permitted Investments may be purchased by selected by, the Indenture Trustee or through an Affiliate of the Indenture TrusteeAgent). All Yield on such Permitted Investments investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change deposited in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, Investment Account and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account allocated in accordance with this Agreement Section. To the extent that the Collection Account and the Indenture. All monies deposited from time Investment Account constitute “Securities Accounts” as defined in Section 8.501(a) of the UCC, LaSalle will act as Securities Intermediary and will treat the Agent, for whom the Securities Intermediary maintains the Collection Account and the Investment Account, as entitled to time exercise the rights that comprise the property, including all Security Entitlements, Securities, Financial Assets, Investment Property and Instruments (each as defined in the Note Payment UCC). In the event that the Collection Account pursuant to this Agreement and the Indenture shall Investment Account are not considered to be held by a “Securities Accounts” under applicable law, the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement Collection Account and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Investment Account shall be held deemed to be a “deposit accounts” (as defined in trust for the benefit of UCC) to the Certificateholders. The Certificate Payment Account shall extent a security interest can be granted and perfected under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit UCC in the Collection Account and the Reserve Investment Account equals or exceeds as deposit accounts, which the sum of Agent shall maintain with LaSalle acting not as a securities intermediary but as a “bank” (i) as defined in the Note Balance as UCC). The Agent, acting on behalf of the day preceding such Distribution DatePurchasers, (ii) shall be deemed to be the Total Note Interest customer of the LaSalle for each Class purposes of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and the Investment Account and as such shall be entitled to all the rights that customers of banks have under applicable law with respect to deposit accounts, including the right to withdraw funds from, or close, the Collection Account and the Investment Account (B) include such amounts which rights shall be exercised in Available Funds accordance with the terms of this Agreement). LaSalle shall credit the Collection Account and the Investment Account with all receipts of interest, dividends, and other income received on or in respect of the property held in the each of the respective accounts. LaSalle agrees that its jurisdiction is the State of Illinois for all purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that UCC. LaSalle hereby (i) no distribution will be made subordinates to the Reserve Account pursuant to Section 2.8(a)(xi) interests of the IndentureAgent and the Purchasers any security interest, lien, or right of recoupment or setoff that LaSalle may have in its individual capacity, now or in the future, against the Collection Account and the Investment Account, and (ii) agrees that it will not exercise any right in respect of such security interest or lien or any right of recoupment or setoff until the interests of the Agent and the Purchasers in the Collection Account and the Investment Account are terminated, except that LaSalle is permitted to charge the Collection Account and the Investment Account (i) for its fees and charges relating to such accounts and services related to such accounts and the Transaction Documents, and (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts check or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in deposited into either such settlement account on or before the Closing Date in accordance with the written direction by other credit to either such account if such check, wire transfer or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Datecredit is subsequently returned unpaid.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer Borrower shall establishkeep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as Agent may reasonably request. If Accounts in an aggregate face amount of $250,000 or before the Closing Date, and maintain in the name of the Indenture Trustee at an more cease to be Eligible Institution Accounts (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”other than due to collection). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement Borrower shall be held by the Indenture Trustee as part notify Agent of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, occurrence promptly (and in any case event within ten (10one Business Day) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of after any change in the account number or location of the Collection AccountLoan Party has knowledge thereof.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name If an Account of the Indenture Trustee at Borrower includes a charge for any Taxes and an Eligible Institution (which shall initially be Event of Default has occurred and is continuing, the Securities Intermediary) a segregated trust account designated as Administrative Agent is authorized, in its discretion, to pay the Note Payment Account (amount thereof to the “Note Payment Account”). The Note Payment Account shall be held in trust proper taxing authority for the benefit account of the Noteholders. The Note Payment Account shall be under Borrower and to charge the sole dominion and control of the Indenture TrusteeBorrower therefor; provided, however, that the Servicer neither Agent nor Lenders shall be liable for any Taxes that may make deposits to and direct the Indenture Trustee in writing to make withdrawals be due from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time Borrower or relate to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountCollateral.
(c) The Servicer Whether or not a Default or Event of Default exists, the Administrative Agent shall establishhave the right at any time, on or before the Closing Date, and maintain in the name of Agent, any designee of the Indenture Trustee at an Eligible Institution (which shall initially be Administrative Agent or the Securities Intermediary) a segregated trust account designated as Borrower, to verify the “CarMax Auto Owner Trust 2024-1 Trust Account” (validity, amount or any other matter relating to any Accounts of the “Certificate Payment Account”)Borrower by mail, telephone or otherwise. The Certificate Payment Account Borrower shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, cooperate fully with the Indenture Trustee’s assistance as necessary, Administrative Agent in an effort to facilitate and promptly (and in conclude any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountverification process.
(d) IfThe Borrower shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, on any Distribution Dateestablishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account (which may be exercised by the Administrative Agent only during a Dominion Trigger Period and subject to the terms of the Intercreditor Agreement) requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution DateAdministrative Agent may, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection during any Dominion Trigger Period, any Unreimbursed Servicer Advances require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. The Administrative Agent and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due Lenders assume no responsibility to the Asset Representations Reviewer pursuant Borrower for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to the Asset Representations Review Agreement not previously paid any Payment Items accepted by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)bank.
(e) On The Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or before otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Closing DateBorrower or any other Loan Party receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Servicer shall cause the Indenture Trustee to establish Administrative Agent and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee promptly (not later than thirty (30the next Business Day) days following the Closing Datedeposit same into a Dominion Account.
(f) The Servicer shall have During any Dominion Trigger Period, the power, revocable by ledger balance in the Indenture Trustee or by the Trust with the consent main Dominion Account as of the Indenture Trustee, in each case end of a Business Day shall be applied to the Obligations (other than Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) at the written direction beginning of the Holders next Business Day. Any resulting credit balance shall not accrue interest in favor of the Notes evidencing not less than 51% Borrower and shall be made available to the Borrower as long as no Default or Event of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureDefault exists.
Appears in 1 contract
Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days or such longer period not to exceed thirty Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and give written notice of the Note Payment location and account number of such account to the Indenture Trustee.
(b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be moved to an Eligible Institutiondesignated as the "Principal Distribution Account". The Servicer shall promptly notify the Indenture Trustee Principal Distribution Account is established and the Owner Trustee of any change in the account number or location of the Note Payment Accountmaintained solely for administrative purposes.
(c) The Servicer shall establishshall, on or before prior to the Closing Date, cause an Eligible Deposit Account to be established and maintain maintained, in the name "USAA Auto Owner Trust 2006-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust "Certificate Distribution Account” (the “Certificate Payment Account”)". The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Distribution Account shall be under the sole dominion and control of the Indenture Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust AgreementBasic Documents. The amounts on deposit in In the event that the Certificate Payment Account shall not be invested. If the Certificate Payment Distribution Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Owner Trustee, the Servicer shall, with shall cause an Eligible Deposit Account to be established as the Indenture Trustee’s assistance as necessary, promptly (and in any case Certificate Distribution Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Payment Distribution Account to will be moved established and maintained pursuant to an Eligible Institution. The Servicer shall promptly notify account agreement which specifies New York law as the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountgoverning law.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2006-1)
Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2003-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days or such longer period not to exceed thirty Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and give written notice of the Note Payment location and account number of such account to the Indenture Trustee.
(b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be moved to an Eligible Institutiondesignated as the "Principal Distribution Account". The Servicer shall promptly notify the Indenture Trustee Principal Distribution Account is established and the Owner Trustee of any change in the account number or location of the Note Payment Accountmaintained solely for administrative purposes.
(c) The Servicer shall establishshall, on or before prior to the Closing Date, cause an Eligible Deposit Account to be established and maintain maintained, in the name "USAA Auto Owner Trust 2003-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust "Certificate Distribution Account” (the “Certificate Payment Account”)". The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Distribution Account shall be under the sole dominion and control of the Indenture Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust AgreementBasic Documents. The amounts on deposit in In the event that the Certificate Payment Account shall not be invested. If the Certificate Payment Distribution Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Owner Trustee, the Servicer shall, with shall cause an Eligible Deposit Account to be established as the Indenture Trustee’s assistance as necessary, promptly (and in any case Certificate Distribution Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and give written notice of the location and account number of such account to the Owner Trustee. The Certificate Payment Distribution Account to will be moved established and maintained pursuant to an Eligible Institution. The Servicer shall promptly notify account agreement which specifies New York law as the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountgoverning law.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Usaa Auto Owner Trust 2003-1)
Accounts. (a) The Servicer shall establishUnless otherwise specified in the UTI Supplement, on or before the Closing Date, Titling Trustee will establish and maintain with respect to the Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained in the name of the Indenture Titling Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit on behalf of the Noteholders, and the CertificateholdersUTI Sub-Trust. The Collection Account shall be under the sole dominion and control None of the Indenture Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Servicer may make deposits Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to and direct the Indenture Trustee extent provided for in writing the documentation relating to make withdrawals from any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets.
(b) For so long as the Collection Account in accordance with this AgreementMonthly Remittance Conditions are satisfied, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement Servicer shall not be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis pursuant but shall be entitled to the first sentence of Section 4.2retain such collections, all amounts held in the Collection Account shallwithout segregation from its other funds, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than until the Business Day preceding the date identified as a "Distribution Date following Date" in the Collection Period during related UTI Supplement, at which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, time the Servicer shall, with shall so remit all such collections in immediately available funds; provided that (i) investments on which the Indenture Trustee’s assistance as necessary, promptly Trust Agent is the obligor (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days including repurchase agreements as to which each Rating Agency shall consentit, in its commercial capacity, is liable as principal), may mature on the Distribution Date, and (ii) cause the investments made of collections on deposit in a SUBI Collection Account in respect of the related Contracts and Leased Vehicles may mature on such dates as specified by the Titling Trustee at the Servicer's direction so as to maintain the availability of sufficient cash to make the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a "Collection Period" in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be moved to an Eligible Institution. The satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall promptly notify be immediately so deposited and all such future collections shall be so remitted by the Indenture Trustee and Servicer to the Owner Trustee appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any change Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI's share of any allocable Titling Trust Expenses will be deposited by the account number Servicer into the Lease Funding Account (or location of transferred directly to the Collection Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account.
(bc) The Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee's notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Servicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall establish, on or before the Closing Datebe borne in accordance with Section 3.04, and maintain the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust's appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the name UTI Supplement. The UTI Supplement or any SUBI Supplement may provide that all or any portion of the Indenture Trustee at an Eligible Institution collections on the related UTI Assets or SUBI Assets will be deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to the creation of a SUBI, the expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement.
(which shall initially be d) All or a portion of the Securities Intermediary) a segregated trust account designated as funds deposited into the Note Payment Account (the “Note Payment Account”). The Note Payment Lease Funding Account shall be held in trust for separately invested by the benefit Titling Trustee from time to time at the direction of the Noteholders. The Note Payment Account shall be under the sole dominion and control UTI Beneficiary or its designee in any of the Indenture TrusteePermitted Investments; provided, however, that should the Servicer may make deposits to and direct terms of any Securitized Financing impose any more stringent limits on the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time types or tenors of permitted investments in the Note Payment Lease Funding Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as than are provided in this Agreement and the Indenture. The amounts on deposit for in the Note Payment Account definition of Permitted Investments, such limits shall not be invested. If apply thereto for the Note Payment Account is no longer to be maintained at period specified in the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institutionrelated Transaction Documents. The Servicer shall promptly notify is hereby made the Indenture Trustee and designee of the Owner Trustee UTI Beneficiary for such purpose. All income, gain or loss from investment of any change monies in the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account number or location of the Note Payment Account.
(c) The Servicer UTI Beneficiary; provided that each such investment shall establish, on or before the Closing Date, and maintain be made in the name of the Indenture Titling Trustee, its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall not have given the Titling Trustee at an Eligible Institution (which a timely investment directive with respect to any account, the Titling Trustee shall initially be the Securities Intermediaryinvest and reinvest any monies in such account(s) in a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and mutual fund offered by the Trust Agreement. All monies deposited from time to time in Agent or an Affiliate thereof meeting the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part requirements of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of clause (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class definition of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)Permitted Investments.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Trust and Servicing Agreement (Toyota Auto Lease Trust 1997-A)
Accounts. (a) The Servicer Borrower shall establishprocure and maintain that the Peso Trust Account, on or before the Closing DateUS Dollar Trust Drydock Reserve Account, and US Dollar Trust Retention Account. The Obligors shall procure that all earnings from all Third Party Charters that are employed in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos) are to be paid into the Peso Trust Account, immediately converted into Dollars (as required pursuant to the terms of the Guarantee, Administration and Source of Payment Trust Agreement) and immediately thereafter deposited into the US Dollar Trust Earnings Account. The Obligors shall procure that all Drydock Reserve Amounts, with respect to all Relevant Vessels that are employed in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the US Dollar Trust Drydock Reserve Account and that all Retention Amounts, with respect to all Relevant Vessels that are employed in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the US Dollar Trust Retention Account from the US Dollar Trust Earnings Account pursuant to Section 7.5. The Borrower shall maintain the Earnings Accounts, Drydock Reserve Account and Retention Account for any Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos). Each Obligor shall procure that all earnings from all Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos) are to be paid into the Earnings Account of such Obligor. Each Obligor shall procure that all Drydock Reserve Amounts, with respect to all Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the Drydock Reserve Account and that all Retention Amounts, with respect to all Relevant Vessels that are employed in trades other than in Mexico under the Mexican Navigation and Maritime Commerce Law (Ley de Navegación y Comercio Marítimos), will be paid into the Retention Account from the Earnings Account pursuant to Section 7.5. Upon establishing the Earnings Account, the Drydock Reserve Account and the Retention Account, the Borrower shall deliver to the Facility Agent the Account Pledge Agreements and any other such pledge, assignment or security agreement as the Facility Agent shall require in order to grant a valid, perfected security interest in the name aforementioned Accounts in favor of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust AgreementCollateral Agent. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Peso Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the US Dollar Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Earnings Account, the Note Payment US Dollar Trust Drydock Reserve Account, the US Dollar Trust Retention Account, the Earnings Account, the Drydock Reserve Account and the Certificate Payment Retention Account shall be collateral security for the purpose payment and performance by the relevant Obligor of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or their obligations hereunder, under the Trust Agreement or permitting the Indenture Trustee to carry out its duties Note, and under the IndentureSecurity Documents, and each of the Obligors, by its execution of this Agreement, hereby pledges, assigns and grants to the Collateral Agent a security interest in such monies.
Appears in 1 contract
Samples: Term Loan Credit Facility Agreement (SEACOR Marine Holdings Inc.)
Accounts. (a) The Servicer shall establishUnless otherwise specified in the UTI Supplement, on or before the Closing Date, Titling Trustee will establish and maintain with respect to the Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained in the name of the Indenture Titling Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit on behalf of the Noteholders, and the CertificateholdersUTI Sub-Trust. The Collection Account shall be under the sole dominion and control None of the Indenture Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Servicer may make deposits Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to and direct the Indenture Trustee extent provided for in writing the documentation relating to make withdrawals from any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets.
(b) For so long as the Collection Account in accordance with this AgreementMonthly Remittance Conditions are satisfied, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement Servicer shall not be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis pursuant but shall be entitled to the first sentence of Section 4.2retain such collections, all amounts held in the Collection Account shallwithout segregation from its other funds, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than until the Business Day preceding the date identified as a "Distribution Date following Date" in the Collection Period during related UTI Supplement, at which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, time the Servicer shall, with shall so remit all such collections in immediately available funds; provided that (i) investments on which the Indenture Trustee’s assistance as necessary, promptly Trust Agent is the obligor (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days including repurchase agreements as to which each Rating Agency shall consentit, in its commercial capacity, is liable as principal), may mature on the Distribution Date, and (ii) cause the investments made of collections on deposit in a SUBI Collection Account in respect of the related Contracts and Leased Vehicles may mature on such dates as specified by the Titling Trustee at the Servicer's direction so as to maintain the availability of sufficient cash to make the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a "Collection Period" in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be moved to an Eligible Institution. The satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall promptly notify be immediately so deposited and all such future collections shall be so remitted by the Indenture Trustee and Servicer to the Owner Trustee appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any change Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI's share of any allocable Titling Trust Expenses will be deposited by the account number Servicer into the Lease Funding Account (or location of transferred directly to the Collection Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii)whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account.
(bc) The Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee's notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Servicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall establish, on or before the Closing Datebe borne in accordance with Section 3.04, and maintain the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust's appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the name UTI Supplement. The UTI Supplement or any SUBI Supplement may provide that all or any portion of the Indenture Trustee at an Eligible Institution collections on the related UTI Assets or SUBI Assets will be deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to the creation of a SUBI, the expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement.
(which shall initially be d) All or a portion of the Securities Intermediary) a segregated trust account designated as funds deposited into the Note Payment Account (the “Note Payment Account”). The Note Payment Lease Funding Account shall be held in trust for separately invested by the benefit Titling Trustee from time to time at the direction of the Noteholders. The Note Payment Account shall be under the sole dominion and control UTI Beneficiary or its designee in any of the Indenture TrusteePermitted Investments; provided, however, that should the Servicer may make deposits to and direct terms of any Securitized Financing impose any more stringent limits on the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time types or tenors of permitted investments in the Note Payment Lease Funding Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as than are provided in this Agreement and the Indenture. The amounts on deposit for in the Note Payment Account definition of Permitted Investments, such limits shall not be invested. If apply thereto for the Note Payment Account is no longer to be maintained at period specified in the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institutionrelated Transaction Documents. The Servicer shall promptly notify is hereby made the Indenture Trustee and designee of the Owner Trustee UTI Beneficiary for such purpose. All income, gain or loss from investment of any change monies in the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account number or location of the Note Payment Account.
(c) The Servicer UTI Beneficiary; provided that each such investment shall establish, on or before the Closing Date, and maintain be made in the name of the Indenture Titling Trustee, its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall not have given the Titling Trustee at an Eligible Institution (which a timely investment directive with respect to any account, the Titling Trustee shall initially be the Securities Intermediaryinvest and reinvest any monies in such account(s) in a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and mutual fund offered by the Trust Agreement. All monies deposited from time to time in Agent or an Affiliate thereof meeting the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part requirements of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of clause (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class definition of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)Permitted Investments.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee first Loan, the Borrower shall establish at an Eligible Institution the Custodian (which shall initially be the Securities Intermediaryi) a segregated trust securities account designated as (the Collection Account “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account (the “Collection Account”). The Collection Account ) into which all proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof) will be deposited, (iii) a securities account, which shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location subaccount of the Collection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iv) a securities account, which shall be a subaccount of the Collection Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other Principal Collections will be deposited (the “Principal Collection Account”), (v) a securities account (the “Trust Account”) into which all cash received by the Borrower from the issuance of Preference Shares, all Loan proceeds and any amounts transferred from the Principal Collection Account (with the consent of the Lender) or will be deposited, (vi) a securities account (the “Prepayment Reserve Account”) into which funds received by the Borrower in connection with any sale or disposition of a Portfolio Asset shall be deposited to the extent the Borrower elects to deposit such funds in accordance with Section 2(h)(ii)(A), (vii) a securities account (the “Delayed Drawdown Reserve Account”) into which funds related to Delayed Drawdown Collateral Obligations will be deposited pursuant to Section 2(m) and (viii) a securities account (the “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited pursuant to Section 6. The Accounts shall be maintained in accordance with the Account Control Agreement.
(b) The Servicer shall establish, on only permitted withdrawal from or before application of assets credited to the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Collateral Account shall be held to deliver such assets in trust for connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. Any cash payment received in connection with any such disposition shall be deposited into the benefit Collection Account or paid to the Administrative Agent on behalf of the Noteholders. The Note Payment Account Lenders as provided herein, and any non-cash asset received in exchange shall be under credited to the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Collateral Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountpromptly.
(c) The Servicer Borrower (or the Collateral Manager on behalf of the Borrower) shall establishinstruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Borrower Collateral to the Collection Account. The Borrower shall (or shall cause the Collateral Manager to), on or before the Closing Datea daily basis (on each Business Day), and maintain identify collections received in the name of Collection Account on the Indenture Trustee at an Eligible Institution (which shall initially be second prior Business Day in connection with the Securities Intermediary) a segregated trust account designated Portfolio Assets as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion either Principal Collections or Interest Collections and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee notify in writing to make deposits the Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Borrower) shall cause all Principal Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the Certificate Payment Account in accordance with this Agreement and Principal Collection Account. The Borrower (or the Indenture and may direct Collateral Manager on behalf of the Indenture Trustee to make withdrawals from Borrower) shall cause all Interest Collections received on behalf of the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time Portfolio Assets in the Certificate Payment Collection Account pursuant to this Agreement and the Indenture shall be held promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Indenture Trustee as part of Custodian to the Trust Property and shall be applied as provided in this Agreement and the Trust AgreementInterest Collection Account. The amounts only permitted withdrawal from or application of funds on deposit in the Certificate Payment Collection Account, Principal Collection Account or Interest Collection Account shall not be investedto make payments expressly provided for in this Agreement or to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(d). If Without limiting the Certificate foregoing, (x) if the Termination Obligations have been paid in full, on the final Payment Account is no longer to be maintained at the Securities IntermediaryDate, the Servicer Borrower shall, in accordance with the Indenture Trustee’s assistance as necessarypriority of payments set forth in Section 2(l), promptly apply amounts in the Interest Collection Account (and to the extent such amounts are insufficient, amounts in any case within ten the Principal Collection Account) for the payment of the Subordinated Management Fee to the Collateral Manager; provided, however if such amounts are insufficient no further payment shall be made of the Subordinated Management Fee after the final Payment Date and (10y) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Borrower shall apply amounts available in the Interest Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Principal Collection Account on each Payment AccountDate pursuant to Section 2(l).
(d) If, on any Distribution Date, the aggregate amount The only permitted withdrawals from or application of funds on deposit in the Collection Trust Account and the Reserve Account equals or exceeds the sum of shall be to either (i) the Note Balance as of the day preceding such Distribution Datemake prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, purchase Assets or (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit funds in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Delayed Drawdown Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer2(m).
(e) On The only permitted withdrawals from or application of funds on deposit in the Prepayment Reserve Account shall be by the Borrower to make mandatory prepayments pursuant to Section 2(h)(ii)(A) at or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name end of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Dateapplicable Interest Accrual Period.
(f) The Servicer only permitted withdrawals from or application of funds on deposit in the Delayed Drawdown Reserve Account shall have be to either (i) make additional payments with respect to a Delayed Drawdown Collateral Obligation pursuant to Section 2(m) or (ii) deposit in the powerPrincipal Collection Account pursuant to Section 2(m) as a result of a sale of a Delayed Drawdown Collateral Obligation, revocable by or an irrevocable reduction of the Indenture Trustee Borrower's additional payment obligations under a Delayed Drawdown Collateral Obligation pursuant to the related Underlying Instrument.
(g) The only permitted withdrawals from or by application of funds on deposit in the OC Ratio Posting Account shall be either (i) to deposit such funds in the Trust with Account upon an Event of Default or (ii) to make a payment to the consent of Preferred Investor or the Indenture TrusteeCollateral Manager, as applicable, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indentureaccordance with Section 6(b) hereof.
Appears in 1 contract
Samples: Credit Agreement (JMP Group LLC)
Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-1”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each amounts relate (or in the case of the Permitted Investments may be purchased by Special Payment Date, the Indenture Trustee or through an Affiliate portion of such funds needed to make the Indenture Trustee. All final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days or such longer period not to exceed thirty Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and give written notice of the Note Payment Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountTrustee.
(cb) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-1”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Principal Distribution Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make deposits to withdrawals from the Certificate Payment Principal Distribution Account in accordance with this Agreement the terms of the Basic Documents. The Principal Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the Indenture governing law. In addition, the Principal Distribution Account shall be established and may direct maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee to make withdrawals from without further consent of the Certificate Payment Account in accordance with this Agreement and the Trust AgreementIssuer. All monies deposited from time to time in the Certificate Payment Principal Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property Property. All deposits to and withdrawals from the Principal Distribution Account shall be applied as provided in this Agreement made only upon the terms and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location conditions of the Certificate Payment AccountBasic Documents.
(dc) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)[Reserved].
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2007-1)
Accounts. (a) The Servicer Prior to the Closing Date there shall establishhave been established (i) a DCS Deposit Account, pursuant to which DCS shall deposit collections on the DCS Receivables, as more specifically described in the DCS Servicing Agreement, (ii) a Ford Credit Deposit Account, pursuant to which Ford Credit shall deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement and (iii) a Volvo Finance Deposit Account, pursuant to which Volvo Finance shall deposit collections on the Volvo Finance Receivables, as more specifically described in the Volvo Finance Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution. Pursuant to the Data Administration Agreement, on or before the Closing prior to each Payment Date, and maintain in the name of Data Administrator shall instruct the Indenture Trustee at an Eligible Depository Institution (which shall initially be the Securities Intermediary) a segregated trust to withdraw from each such deposit account designated as for deposit into the Collection Account (the “Available Collections for the related Collection Account”)Period. The Collection Account All monies owned by the Trust deposited from time to time in the foregoing deposit accounts shall be held in trust by the Depository Institution for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the CertificateholdersTrust Property; provided, however, that all monies owned by third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates.
(b) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank", as Indenture Trustee, as secured party from Whole Auto Loan Trust 2002-1", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer and/or Depository Institution may make deposits to to, and direct the Indenture Trustee in writing to may (following written instruction of the Data Administrator or the Servicer) make withdrawals from from, the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all All amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days or such longer period not to exceed thirty Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account).
(c) The Servicer shall establishshall, on or before prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes.
(d) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "Whole Auto Loan Trust 2002-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust "Certificate Distribution Account” (the “Certificate Payment Account”)". The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Distribution Account shall be under the sole dominion and control of the Indenture Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust AgreementBasic Documents. The amounts on deposit in In the event that the Certificate Payment Account shall not be invested. If the Certificate Payment Distribution Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with shall cause an Eligible Deposit Account to be established as the Indenture Trustee’s assistance as necessary, promptly (and in any case Certificate Distribution Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the ). The Certificate Payment Distribution Account to will be moved established and maintained pursuant to an Eligible Institution. The Servicer shall promptly notify account agreement which specifies New York law as the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountgoverning law.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Bear Stearns Asset Backed Fund Inc Whole Auto Loan Tr 2002-1)
Accounts. No Borrower has made, nor will any Borrower make, any agreement with any Account Debtor for any extension of time for the payment of any Account, any compromise or settlement for less than the full amount thereof, any release of any Account Debtor from liability therefor, or any deduction therefrom except a discount or allowance for prompt or early payment allowed by a Borrower and such other compromises or settlements in the ordinary course of its business consistent with historical practice and as previously disclosed to Lender in writing. With respect to the Accounts pledged as collateral pursuant to any Credit Document (a) The Servicer the amounts shown on all invoices, statements and reports which may be delivered to the Lender with respect thereto are actually and absolutely owing to a Borrower as indicated thereon and are not in any way contingent; (b) no payments have been or shall establish, on or before be made thereon except payments immediately delivered to Lender as required hereunder; and (c) to each Corporate Credit Party’s knowledge all Account Debtors have the Closing Date, and maintain in the name capacity to contract. As of the Indenture Trustee at date of each Borrowing Base Certificate delivered to Lender, each Account listed thereon as an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, an Eligible Account and the Certificateholders. The Collection Account all Inventory listed thereon as Eligible Inventory shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is madeEligible Inventory. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments Borrower shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, notify Lender promptly (and in any case event within ten two (102) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of Business Days after obtaining knowledge thereof (i) of any event or circumstance that to any Borrower’s knowledge would cause Lender to consider any then existing Account or Inventory as no longer constituting an Eligible Account or Eligible Inventory, as the Note Balance as of the day preceding such Distribution Date, case may be; (ii) the Total Note Interest for each Class of Notes for such Distribution Date, any material delay in any Borrower’s performance of any of its obligations to any Account Debtor; (iii) the Total Servicing Fee for the preceding Collection Periodof any assertion by an Account Debtor of any material claims, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and offsets or counterclaims; (iv) of any allowances, credits and/or monies granted by any Borrower to any Account Debtor; (v) of all amounts due material adverse information relating to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to financial condition of an Account Debtor; (Avi) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account of any material return of goods; and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(avii) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) any loss, damage or destruction of any of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)Collateral.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer shall establish, on On or before the Closing DateDate the Seller shall establish in its name a segregated account with a commercial bank satisfactory to the Managing Facility Agent (the "Collection Account"). Upon the occurrence and during the continuance of a Remittance Event, and maintain unless the Servicer has provided a Servicer Letter of Credit in accordance with subsection 2.15(a), the name of Seller or the Indenture Trustee at an Eligible Institution Servicer shall within two Business Days after its receipt, (which shall initially be the Securities Intermediaryi) a segregated trust account designated as 57 deposit all Collections received by it directly into the Collection Account and (ii) transfer or cause to be transferred to the “Concentration Account any Collections so deposited. Any amounts received by the Seller and not related to the Purchased Receivables or the related Contracts or Financed Aircraft shall not be deposited into the Collection Account”). The Collection Account shall be held Any amounts at any time on deposit in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made transferred only upon to the terms Concentration Account and conditions to no other deposit or other account (including, but not limited to, any account or sub-account maintained pursuant to Raytheon's cash management system). The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Transaction Documents. If the Servicer is required to remit collections on Purchasers a daily basis pursuant to the first sentence of Section 4.2, all amounts held security interest in the Collection Account shall, and all amounts from time to time on deposit therein to secure the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible InstitutionObligations. The Servicer Seller shall promptly notify the Indenture Trustee and the Owner Trustee of have no right to withdraw any change amounts on deposit in the account number or location of the Collection Account.
(b) The Servicer shall establish, on On or before the Closing Date, Date there shall be established with and maintain in the name of the Indenture Trustee at an Eligible Institution Managing Facility Agent a segregated account (the "Concentration Account") which shall initially be maintained as a cash collateral account subject to the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole exclusive dominion and control of the Indenture Trustee; providedManaging Facility Agent for the ratable benefit of the Purchasers. The Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a security interest in any of its right, however, that title and interest in the Servicer may make deposits Concentration Account and all amounts from time to time on deposit therein and direct the Indenture Trustee in writing to make withdrawals all income from the Note Payment Account investment of such amounts to secure, in accordance with this Agreement and each case, the IndentureObligations. All monies deposited Funds on deposit from time to time in the Note Payment Concentration Account pursuant to this Agreement and shall bear interest at the Indenture shall be held then prevailing rate paid by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the IndentureManaging Facility Agent for deposit accounts with similar amounts on deposit from time to time. The amounts If at any time funds on deposit in the Note Payment Concentration Account are greater than $100,000, the Managing Facility Agent may, but shall not be investedrequired to, unless it receives a request from the Seller or Raytheon, invest such funds in Cash Equivalents with maturities not later than the next succeeding Settlement Date, to the extent such requested Cash Equivalents are available for investment. If Any investment request by the Note Payment Account Seller or Raytheon shall be given to the Managing Facility Agent one Business Day prior to the day the investment is no longer to be maintained at made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the Securities Intermediary, particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in the Servicer shall, with Concentration Account on related investments shall be retained in the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Concentration Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account withdrawn in accordance with this Agreement subsection 2.14(b). The Managing Facility Agent shall have the right to withdraw amounts from the Concentration Account to make the payments required to be made hereunder from Collections. Neither the Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Indenture and may direct Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by reason of such liquidation, to the Indenture Trustee extent necessary to make withdrawals from the Certificate Payment Account in accordance with payments and distributions under this Agreement and the Trust Agreement. All monies deposited The Seller shall have no right to withdraw amounts on deposit from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Concentration Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer Date there shall cause the Indenture Trustee to establish be established with and maintain, in the name of the Indenture TrusteeManaging Facility Agent a segregated trust account comprised of two segregated sub-accounts, the Seller cash collateral sub-account (the "Seller Cash Collateral Sub-Account") and the RAC cash collateral sub-account (the "RAC Cash Collateral Sub-Account", the Seller Cash Collateral Sub-Account and the RAC Cash Collateral Sub-Account being referred to collectively as the "Cash Collateral Account") which shall be maintained as a settlement cash collateral account which will be used subject to facilitate the wire transfer exclusive dominion and control of the offering proceeds Managing Facility Agent for the ratable benefit of the Notes on the Closing DatePurchasers. The Indenture Trustee Seller hereby grants to the Managing Facility Agent for the ratable benefit of the Purchasers a first priority security interest in the Cash Collateral Account and all amounts on deposit from time to time therein and all income from the investment of such amounts to secure, in each case, the Obligations. Funds on deposit from time to time in the Seller Cash Collateral Sub-Account shall bear interest at the then prevailing rate paid by the Managing Facility Agent for deposit accounts with similar amounts on deposit from time to time. If at any time funds on deposit in the Seller Cash Collateral Sub-Account are greater than $100,000, the Managing Facility Agent may, but shall not be required to, unless it receives a request from the Seller, invest funds on deposit in the Seller Cash Collateral Sub- Account in Cash Equivalents with maturities not later than the next succeeding Settlement Date (or such other maturities as the Seller shall request and distribute the Managing Facility Agent shall approve), to the extent such requested Cash Equivalents are available for investment. Any investment request by the Seller shall be given to the Managing Facility Agent one Business Day prior to the day the investment is to be made (which shall be a Business Day in New York, New York and San Francisco, California) and shall specify the particular Cash Equivalents and maturities thereof. Any interest or investment earnings on amounts in such settlement account on the Seller Cash Collateral Sub-Account or before related investments shall be retained in the Closing Date Seller Cash Collateral Sub-Account to be withdrawn in accordance with paragraphs (ii), (iii) and (iv) of this subsection 2.14(c). Neither the written direction Managing Facility Agent nor any Purchaser shall have any responsibility for any such investment and the Managing Facility Agent shall be permitted to liquidate any such investment, without liability for any loss occurring by or reason of such liquidation, to the extent necessary to make payments and distributions under this Agreement. The Seller shall have no right to withdraw amounts on behalf of deposit from time to time in the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing DateCash Collateral Account.
(fii) If on any Settlement Date on which the Seller is required to repurchase Defaulted Receivables pursuant to subsection 2.10 and fails for any reason to repurchase such Defaulted Receivables or substitute for such Defaulted Receivables pursuant to subsection 2.13, whether or not RAC fails to repurchase such Defaulted Receivables under the Repurchase Agreement, the Managing Facility Agent may withdraw from amounts on deposit in the Seller Cash Collateral Sub- Account on account of such Defaulted Receivable an amount equal to the lesser of (A) the Repurchase Price for such Defaulted Receivable plus any accrued and unpaid interest thereon required to be paid by subsection 2.10 and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. It is specifically understood and agreed that amounts on deposit in the Seller Cash Collateral Sub-Account, whether on account of 25% Repurchase Receivables, 75% Repurchase Receivables or 90% Repurchase Receivables, may be withdrawn as aforesaid on account of any Defaulted Receivable, regardless of the Repurchase Percentage associated therewith or whether the RAC Repurchase Obligation shall be outstanding. Any amounts so withdrawn shall be deposited into the Concentration Account and allocated and distributed pursuant to subsections 2.15 and 2.16, respectively. The Seller agrees with the Managing Facility Agent and the Purchasers to deposit into the Seller Cash Collateral Sub-Account, without any requirement for notice or demand therefor, the lesser of the amount withdrawn therefrom or the sum of the Repurchase Obligation then in effect on the date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the period from such date of withdrawal to such date of deposit. Deposit of amounts into the Seller Cash Collateral Sub-Account pursuant to the preceding sentence shall, to the extent of such deposit, satisfy the Seller's obligation to repurchase such Defaulted Receivable pursuant to subsection 2.10.
(iii) If the Seller or the Servicer (if then Raytheon Credit or any Affiliate thereof) shall have the powerfail to make any deposit, revocable payment or transfer of funds required to be made by the Indenture Trustee Seller or by the Trust Servicer under this Agreement or any other document executed and delivered in connection herewith, including, without limitation, any payment, deposit or transfer of funds or payment of any indemnity required to be made pursuant to subsection 2.7(b), 2.10, 2.10A, 2.11, 2.12, 2.18 or 9.1 (each such payment, deposit or transfer, a "Reimbursable Obligation"), then the Managing Facility Agent with the consent of the Indenture TrusteeMajority Purchasers may, in each case at the written direction addition to any similar rights in favor of the Holders of Managing Facility Agent under the Notes evidencing not less than 51% of the Note Balance of the Controlling ClassRepurchase Agreement, to instruct the Indenture Trustee to make withdrawals and payments withdraw from the Collection Seller Cash Collateral Sub-Account on the date such Reimbursable Obligation is due hereunder an amount equal to the lesser of (A) such Reimbursable Obligation and (B) the amount then on deposit in the Seller Cash Collateral Sub-Account. The Seller agrees with the Managing Facility Agent and the Purchasers to deposit in the Seller Cash Collateral Sub-Account, the Note Payment Accountwithout any requirement for notice or demand therefor, the Reserve Account and amount withdrawn on the Certificate Payment Account date such withdrawal is made, plus interest thereon at a rate per annum equal to the Default Rate for the purpose period from such date of permitting withdrawal to such date of deposit.
(iv) No amounts on deposit in the Servicer Seller Cash Collateral Sub-Account (including interest or investment earnings) shall be released to the Owner Trustee Seller until the Outstanding Purchase Price is reduced to carry out its respective duties zero and all other amounts owing to the Managing Facility Agent or any Purchaser hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.are paid in full, provided, that,
Appears in 1 contract
Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Date, and maintain the Servicer shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account in accordance to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a). If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with this Agreement, notice to the Indenture Servicer and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If Facility Agent), then the Servicer is required shall transfer such account to remit collections on a daily basis pursuant to another institution such that such account shall meet the first sentence requirements of Section 4.2, all an Eligible Account.
(b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Law, be investedinvested by the Collateral Agent, as directed by the Servicer in writing by (or, if the ServicerServicer fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in Permitted Investments that mature with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Accrual Period during to which such amounts relate. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) , and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash a segregated trust sufficient amount of the investments in such account designated as to make such disbursement in accordance with and upon the Note Payment written direction of the Servicer or, if the Servicer shall fail to give such direction, the Facility Agent. The Collateral Agent shall, upon written request, provide the Facility Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the “Note Payment identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Servicer or the Facility Agent, as applicable, to timely provide investment instructions or disposition instructions, as applicable, to the Collateral Agent. To the extent agreed to by the Borrower or the Servicer, the Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.
(c) Neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Account”, except to the extent explicitly set forth herein. Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). For all U.S. federal income tax reporting purposes, all income earned on the funds invested and allocable to the Accounts is legally owned by the Borrower (and beneficially owned by the Borrower). The Note Payment Account Borrower (or the regarded owner for the Borrower for U.S. federal income tax owner) is required to provide to State Street Bank and Trust Company in its capacity as Securities Intermediary (i) an IRS Form W-9 or applicable IRS Form W-8 no later than the Closing Date and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by Applicable Law or upon the reasonable request of the Securities Intermediary as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes and (b) to permit the Securities Intermediary to fulfill its tax reporting obligations under Applicable Law with respect to the Accounts or any amounts paid to the Borrower. The Borrower is further required to report to the Securities Intermediary any change in the legal or beneficial ownership of the income allocable to the Accounts. State Street Bank and Trust Company, both in its individual capacity and in its capacity as Securities Intermediary, shall have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, an Official Body from the Accounts arising from the Borrower’s failure to timely provide an accurate, correct and complete IRS Form W-9 or applicable IRS Form W-8 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be held in trust for invested with respect to such Accounts absent the benefit Securities Intermediary having first received (x) instructions with respect to the investment of such funds and (y) the Noteholders. forms and other documentation required by this paragraph.
(d) The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; providedEquityholder may, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to this Agreement the Borrower for any purpose, including for the purpose of curing any Unmatured Event of Default, satisfying any Collateral Quality Test or the Minimum Equity Test, and enabling the Indenture acquisition or sale of any Collateral Obligation. A capital contribution may be made (a) in cash, (b) by assignment and contribution of one or more Eligible Collateral Obligations or (c) by assignment and contribution of Permitted Investments. All cash contributed to the Borrower shall be held by treated as Principal Collections, except to the Indenture Trustee as part of extent that the Trust Property Servicer specifies that such cash shall constitute Interest Collections, and shall be applied as provided in this Agreement and deposited into the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Collection Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee Section 8.1 as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid designated by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include . All such amounts will be included in Available Funds for purposes of application pursuant to Section 2.8(a) each applicable compliance calculation under this Agreement, including, without limitation, calculation of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the IndentureBorrowing Base, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account Maximum Availability and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureMinimum Equity Test.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (Vista Credit Strategic Lending Corp.)
Accounts. (a) The Servicer Maintain all of such Borrower’s and any of its Subsidiaries’ operating accounts and depository accounts with Bank or Bank’s Affiliates, with the exception of the Offshore Accounts.
(b) In addition to the foregoing, Borrowers and any Domestic Subsidiary of any Borrower shall establishobtain any domestic business credit card, letter of credit and cash management services exclusively from Bank so long as Bank offers on materially comparable terms, conditions and pricing offered by any provider other than Bank. Lead Borrower shall give Bank written notice of any proposal from any provider for any domestic business credit card, letter of credit or before cash management services with respect to any Borrower or any of their Domestic Subsidiaries, which notice shall (i) identify the Closing Dateprovider offering such domestic business credit card, letter of credit or cash management services and summarize the terms, conditions and pricing thereof, and maintain (ii) be delivered on the terms set forth in the name of the Indenture Trustee at an Eligible Institution Section 10 hereof (which shall initially be the Securities Intermediarysuch notice described in (i) a segregated trust account designated as the Collection Account and (ii), the “Collection AccountBank Services Notice”). The Collection Account Upon receipt of such Bank Services Notice, Bank shall be held in trust for have the benefit of right (but not the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case obligation) within ten (10) calendar days Business Days to agree to provide such domestic business credit card, letter of credit or cash management services to any Borrower or any of its Domestic Subsidiaries on materially comparable terms, or, other terms that Bank may propose and any Borrower or any of its Domestic Subsidiaries may agree to, in their sole discretion. If Bank agrees to provide such longer period domestic business credit card, letter of credit and cash management services as set forth in the immediately preceding sentence, the applicable Borrower or Domestic Subsidiary shall be required to enter into such domestic business credit card, letter of credit or cash management services with Bank and not to exceed the other provider.
(a) For each rolling three (3) Business Day period, maintain in operating or deposit accounts with Bank of Bank’s Affiliates at least (i) thirty percent (30%) calendar days as to which each Rating Agency shall consentwhen no Advances are outstanding and (ii) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location fifty (50%) when Advances are outstanding, of the Collection Accountaverage Dollar Equivalent for such period of all of Borrower’s and its Subsidiaries’ cash on deposit across all financial institutions except cash held in Offshore Accounts.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account[Reserved].
(c) In addition to and without limiting the restrictions in (a), each Borrower shall provide Bank a written notice before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. Subject to Section 5.18, for each Collateral Account that any Borrower at any time maintains (other than Offshore Accounts), such Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The Servicer provisions of the previous sentencethis Section 5.9(c) shall establishnot apply (i) to Collateral Accounts exclusively used for payroll, on or before the Closing Datepayroll taxes, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust other employee wage and benefit payments to or for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion Borrowers’ employees and control of the Indenture Trustee; providedidentified to Bank by Lead Borrower as such, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest to Collateral Accounts with an average monthly balance not in excess of $500,000 for each Class of Notes such deposit account or $2,5005,000,000 for all such Distribution Date, Collateral Accounts (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenturecollectively, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the ServicerExcluded Accounts”).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. (a) The Servicer Borrower shall establishwithin 30 days following the date hereof establish with DBTCA, on or before the Closing Dateas securities intermediary, and maintain two accounts for purposes of this Deed, each in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust Borrower for the benefit of the NoteholdersCollateral Agent, one such account (including any subaccounts therein) being the “Collateral Account” and the Certificateholdersother such account (including any subaccounts therein) being the “Pledged Reserves Account”. The Collection Subject to the provisions of this Deed, each Account shall be under the sole dominion and control of the Indenture Trustee; providedCollateral Agent. DBTCA, howeveras securities intermediary, shall comply with the instructions of the Collateral Agent with respect to each Account and shall comply with any entitlement order received from the Collateral Agent, without further consent of the Borrower or any other person, with respect to all securities, financial assets or other investment property credited to each Account, and DBTCA, as securities intermediary, will not comply with entitlement orders or instructions concerning either Account or securities, financial assets or other investment property credited thereto originated by the Borrower. Prior to the termination of this Deed and subject to the following provisions of this Section 8, amounts in the Accounts shall be applied only to pay and discharge Secured Obligations. At the request of the Collateral Agent, the Borrower agrees promptly to cause each or both Accounts to be opened with and maintained by another bank or banks (the “Depositary”) acceptable to the Collateral Agent and the Borrower under an account agreement in form and substance satisfactory to the Collateral Agent and the Borrower and subject to an agreement providing the Collateral Agent with control over each applicable Account and all Collateral credited from time to time thereto, in form and substance similar hereto. Each Account shall at all times be maintained within the United States. The Borrower and DBTCA, as securities intermediary, agree that each Account constitutes a “securities account” for purposes of Articles 8 and 9 of the Uniform Commercial Code and that, so long as an Account is maintained with DBTCA, as securities intermediary, (i) DBTCA, as securities intermediary, will treat all of the Collateral credited from time to time to such Account as financial assets within the meaning of Article 8 of the Uniform Commercial Code to the fullest extent it may do so under the Uniform Commercial Code, and (ii) DBTCA, as securities intermediary, shall act as a securities intermediary with respect to such Account. For purposes of Articles 8 and 9 of the Uniform Commercial Code, all matters relating to the Collateral and each Account shall be governed by the laws of the State of New York.
(b) All cash, documents, instruments, securities general intangibles, financial assets and other investment property and Collateral from time to time on deposit in or credited to each Account, and all rights pertaining to investments of funds in each Account, shall immediately and without any need for any further action on the part of the Borrower or the Collateral Agent become subject to the security interest, lien and assignment set forth in this Deed. Any earnings on investments of funds in either Account shall be deposited into or retained in the Collateral Account, as the case may be.
(c) Without limitation of any other rights which the Collateral Agent may have in and to any funds in either Account, including interest accrued and accredited thereto, if the Loss Threshold Incurrence Date has occurred, (i) the Collateral Agent shall have the exclusive right to deliver instructions and entitlement orders to the issuer of or any securities intermediary for any securities, financial assets or other investment property in each Account without further consent from the Borrower, (ii) the proceeds of any investments in each Account which mature or which shall from time to time be sold may be reinvested in Qualified Investments for the account of such Account, (iii) any net income or gain on the investment of funds from time to time held in an Account shall be credited to such Account, and any net loss on any such investment shall be charged against such Account and (iv) the Collateral Agent shall be authorized to invest and reinvest the funds from time to time deposited in either Account in Qualified Investments in the sole discretion of the Collateral Agent. The Collateral Agent shall not be a trustee for the Borrower, nor shall have any obligations or responsibilities, or shall be liable for anything done or not done, in connection with this Deed or any funds in the Collateral Account, except as expressly provided herein and except that the Servicer may make deposits to and direct Collateral Agent shall have the Indenture Trustee obligations of a secured party under the Uniform Commercial Code in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited effect from time to time in the Collection Account State of New York. In no event, however, shall the Collateral Agent have any obligations or responsibilities or be liable in any way for any investment decision made pursuant to this Agreement shall be held by Section or for any decrease in the Indenture Trustee as part value of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis any funds pledged or invested pursuant to this Deed. At any time after an Event of Default has occurred and is continuing, the first sentence of Section 4.2Collateral Agent may sell any documents, all amounts instruments and securities held in the Collection Collateral Account shall, to and deliver instructions and entitlement orders with respect thereto and may immediately apply the extent permitted by applicable law, rules proceeds thereof and regulations, be invested, as directed any other cash held in writing by the Servicer, by the bank or trust company then maintaining the Collection Collateral Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each against and on account of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change Secured Obligations in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as manner provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountSection 7.
(d) IfIn addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, on at any Distribution Datetime after an Event of Default has occurred and is continuing, the aggregate amount Collateral Agent is hereby authorized at any time and from time to time, without notice to the Borrower or to any other person or entity, any such notice being hereby expressly waived by the Borrower, to appropriate and apply all moneys in each Account against and on deposit account of the Secured Obligations in the Collection manner provided in Section 7, irrespective of whether or not the Collateral Agent shall have made any demand hereunder. The Collateral Agent is hereby authorized to debit each Account and to withdraw funds therefrom to pay interest and principal when due under the Reserve Credit Agreement and the Notes without further instruction from the Borrower.
(e) From and after the occurrence of an Event of Default, the Collateral Agent shall transfer or direct the transfer of available funds from each Account equals to the Administrative Agent on each date any principal amount of the Loans or exceeds interest thereon are required to be paid pursuant to the sum Credit Agreement in an amount equal to the lesser of (i) the Note Balance as available credit balance of the day preceding such Distribution Date, Account on such date and (ii) the Total Note Interest for each Class aggregate amount of Notes for such Distribution Date, (iii) the Total Servicing Fee principal and/or interest required to be paid on such date in payment for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) account of the Indenture on Borrower of such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)interest.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. (ai) The Servicer Borrower and each other Loan Party that owns a Collateral Vessel shall establishopen and maintain for the duration of this Agreement a bank account in its name with the Administrative Agent (each an “Earnings Account” and collectively the “Earnings Accounts”) and shall procure that all hires, on or before the Closing Datefreights, pool income and other sums payable in respect of a Collateral Vessel are credited to, and operating expenses deducted from, such Earnings Account. The amounts credited to the Earnings Accounts shall be freely available to the Borrower and each other Loan Party that owns a Collateral Vessel unless a Default has occurred and is continuing and notice has been given to the Borrower by the Administrative Agent that such amounts shall not be freely available.
(ii) The Borrower and each Designated Subsidiary Guarantor shall open and maintain for the duration of this Agreement a bank account in its name with the name Administrative Agent (each a “Designated Vessel Earnings Account” and collectively the “Designated Vessel Earnings Accounts”) and shall procure that, after release thereof from accounts pledged to any owner of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) Designated Vessels or any such owner’s lender, all hires, freights, pool income and other sums payable to such Designated Subsidiary Guarantor in respect of a segregated trust account designated as the Collection Account (the “Collection Designated Vessel are credited to, and bareboat charter hire and operating expenses deducted from, such Designated Vessel Earnings Account”). The Collection Account amounts credited to the Designated Vessel Earnings Accounts shall be held freely available to the Borrower and each Designated Subsidiary Guarantor unless a Default has occurred and is continuing and notice has been given to the Borrower by the Administrative Agent that such amounts shall not be freely available.
(iii) The Borrower each other Loan Party together shall accumulate the amounts described in trust for the benefit sub-clauses (i) and (ii) of this Section 5.0 1(p) in one or more Earning Accounts or Designated Vessel Earning Accounts or other account of the Noteholders, and Borrower pledged to the Certificateholders. The Collection Account shall be Administrative Agent under the sole dominion and control of the Indenture Trusteea Loan Document; provided, however, that notwithstanding the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementforegoing, the Indenture and Borrower may transfer to an account of the Trust Agreement. All monies deposited Manager amounts required to pay operating expenses from time to time time, as long as the notice described in the Collection relevant Account pursuant to this Pledge Agreement shall be held or Designated Account Pledge Agreement has not been delivered by the Indenture Security Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, Borrower as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountset forth therein.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Samples: Senior Secured Credit Facility (Excel Maritime Carriers LTD)
Accounts. (a) The Servicer shall establishUpon the expiration of the Transition Period, on or before the Closing Datemaintain all of Borrower’s, any of its Subsidiaries’, and any Guarantor’s operating accounts, depository accounts and excess cash with Bank or Bank’s Affiliates; provided that, Borrower shall be permitted to maintain the Collections Account during the Collections Account Transition Period so long as (i) subject to Section 5.15(d), the Collections Accounts shall be subject to a Control Agreement in favor of Bank, (ii) the maximum account balance in the Collections Account shall not exceed $2,000,000.00 at any time, and (iii) Borrower shall transfer any and all funds deposited into the Collections Account into an account in the name of the Indenture Trustee Bxxxxxxx maintained at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature Bank not later than the within 10 Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly Days (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30as Bank may agree in writing) calendar days as to which each Rating Agency shall consent) cause following the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee end of any change in month ending after the account number or location of the Collection AccountEffective Date.
(b) The Servicer In addition to the foregoing, Borrower, any Subsidiary of Borrower and any Guarantor, shall establish, on or before obtain any business credit card and letter of credit (other than the Closing Date, and maintain in Permitted JPM Letter of Credit during the name JPM Letter of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities IntermediaryCredit Transition Period) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals exclusively from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountBank.
(c) In addition to and without limiting the restrictions in (a), Borrower shall provide Bank five (5) days prior written notice (or such shorter period as Bank may agree in writing in its sole discretion) before establishing any Collateral Account at or with any bank or financial institution other than Bank or Bank’s Affiliates. Subject to Section 5.15(d) with respect to the Collections Account, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution (other than Bank) at or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Bank’s Lien in such Collateral Account in accordance with the terms hereunder which Control Agreement may not be terminated without the prior written consent of Bank. The Servicer provisions of the previous sentence shall establishnot apply (i) during the Transition Period (other than with respect to the Collections Account, on subject to Section 5.15(d)) or before the Closing Date(ii) to deposit accounts exclusively used for payroll, payroll taxes, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust other employee wage and benefit payments to or for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion Borrower’s employees and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing identified to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held Bank by the Indenture Trustee Borrower as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountsuch.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Loan and Security Agreement (Evolv Technologies Holdings, Inc.)
Accounts. (a) The Servicer On or prior to the date hereof, the Borrower shall establish, on cause to be established one or before more accounts with the Closing Date, and maintain Depositary pursuant to the Depository Agreement in the name of the Indenture Trustee at an Eligible Institution (which Borrower. The Borrower shall initially be cause the Securities Intermediary) Depositary to create a segregated trust account designated as the Collection Account (the “Collection Account”), a Liquidity Reserve Account, a Maintenance Reserve Account, a Security Deposits Account, an Operating Expenses Account, a Modifications and Improvements Account, a Net Cash Proceeds Account and a Substitution Account, in each case in accordance with the terms of the Depository Agreement. The Collection Agent shall cause the Depositary to create a Prefunding Account in accordance with the terms of the Depository Agreement. The Borrower shall be held notify (and the Borrower hereby authorizes the Collateral Agent so to notify), in trust each case following the occurrence and during the continuation of an Event of Default, each Lessee and other account debtors of the Borrower in writing that each Lease and other accounts receivable of the Borrowers has been assigned to the Collateral Agent under the Loan Documents for the benefit of the Noteholders, and the CertificateholdersProtected Parties. The Collection Account Borrower also shall notify and instruct each Lessee that all payments due or to become due under each Portfolio Lease (except for Excepted Payments (which shall be under payable to the sole dominion Persons for whose benefit any such payment is made)) or otherwise in respect of amounts and control other receivables of the Indenture Trustee; provided, however, that Borrower are to be made directly to the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited Customer Payments Account.
(b) Any amounts from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account, the Maintenance Reserve Account, the Modifications and Improvements Account, Security Deposits Account, Operating Expenses Account, the Liquidity Reserve Account shall, and the Substitution Account may be invested in Cash Equivalents (subject to the extent permitted by applicable lawprovisions of the Depository Agreement), rules and regulations, be invested, at the Borrower’s risk as directed in writing by the ServicerBorrower, by until the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account application thereof in accordance with this Agreement Agreement. Upon the occurrence and during the continuance of an Event of Default, the Agent may direct by notice the Depositary to pay to the Agent the amount specified in such notice from the Account(s) specified in such notice, and the Indenture. All monies deposited Agent shall apply such amounts received from the Depositary to the repayment of the Obligations in accordance with the applicable provisions of Section 2.07(c).
(c) Subject to the provisions of the Depository Agreement, the Agent may at any time and from time to time in its sole discretion (and, to the Note Payment Account extent such application would have the effect of curing a Default under Section 9.01(a) hereof or if the Loans have become or been declared immediately due and payable pursuant to this Agreement and Section 9.02, shall) instruct the Indenture shall be held by Depositary to pay into the Indenture Trustee as part of Collection Account the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Liquidity Reserve Account if and to the extent the amounts in the Collection Account on any Settlement Date would be insufficient to pay in full the items described in clauses first, second, third, fourth and fifth of Section 2.07(c)(i) or clauses first, second, third, fourth and fifth of Section 2.07(c)(ii), as the case may be; provided that, so long as no Event of Default shall not have occurred and then be invested. If continuing, (i) the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, Agent shall have consulted with the Indenture Trustee’s assistance as necessary, promptly Borrower prior to giving such instruction and (ii) if and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify extent determined by the Indenture Trustee Agent and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) Borrower that a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall reserve is required to be held in trust the Accounts in respect of anticipated claims by a Lessee for the benefit payment of the Certificateholders. The Certificate Payment Account deposit, maintenance reserves or insurance or indemnity payments, such reserve shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time retained in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountAccounts.
(d) If, on any Distribution Date, The Borrower hereby agrees to endeavor to transfer all Available Collections from the aggregate amount on Customer Payments Account to the Collections Account within three (3) Business Days of deposit in the Collection Customer Payments Account but in no event later than six (6) Business Days of deposit of any Available Collections in the Customer Payments Account, and the Reserve Account equals shall provide timely written notice thereof (which notice may be made by facsimile or exceeds the sum of (ielectronic mail) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintainAgent, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date each case in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing DateCustomer Collections Account Administration Agreement.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits Prior to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause open, at a depository institution (which may be the Indenture Trustee to establish Trustee), an account denominated "Collection Account -- GT 1997-4, Bankers Trust Company, Trustee" (the "Collection Account") and maintainan account denominated "Payahead Account -- GT 1997-4, in Bankers Trust Company, as agent" (the name "Payahead Account") for the benefit of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the ServicerObligors and the Certificateholders, as their interests may appear, and an account denominated "Prefunding Account -- GT 1997-4, Bankers Trust Company, Trustee" for the benefit of the Certificateholders (the "Prefunding Account," and, collectively, with the Collection Account and the Payahead Account, the "Accounts"). Such settlement The Accounts shall be Eligible Accounts. The Servicer shall give the Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Account and any related account will identification information. All moneys deposited in or credited to, from time to time, the Collection Account and Prefunding Account shall be closed part of the Trust and all moneys deposited in or credited to, from time to time, the Collection Account and Prefunding Account shall be invested by the Indenture Trustee not later than thirty (30in Eligible Investments pursuant to Section 4.1(c) days following the Closing Dateand 4.1(d), respectively.
(fb) The If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Rule of 78's Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.1 and 4.2(a), the Servicer shall have withdraw from the power, revocable Payahead Account and deposit into the Collection Account by the Indenture Trustee fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount of such Monthly P&I, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the Bankers Trust with the consent of the Indenture Trustee, in each case at Company upon the written direction of the Holders Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureEstate.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1997-4)
Accounts. (a) The Servicer 7.1 It shall establish, on or before be the Closing Date, and maintain in the name responsibility of the Indenture Trustee at an Eligible Institution Representative Board to ensure that proper books of account as to the affairs of the LLP (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit avoidance of the Noteholders, and the Certificateholders. The Collection Account shall doubt be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits deemed to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited include any computerised accounting system(s) from time to time in used by the Collection Account pursuant to this Agreement LLP) shall be kept properly posted.
7.2 Such books of account (including the data held by the Indenture Trustee on any such computerised system as part of the Trust Property and is referred to in clause 7.1 above) shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained be:
(a) kept at the Securities Intermediary, Registered Office or at such other place as the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not LLP may from time to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.time determine;
(b) denominated in US dollars; and
(c) open to inspection by the Members who may take copies of all entries.
7.3 The Servicer Representative Board shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account acting where appropriate in accordance with this Agreement and the Indenture. All monies deposited requirements of the Companies Acts including in particular, but without limitation, requirements as to the qualifications necessary for the auditing of an LLP’s accounts):
(a) be deemed to appoint the Accountants as auditors of the LLP for the next ensuing Accounting Period;
(b) appoint auditors for each Accounting Period;
(c) have power to remove the auditors from office; and
(d) have power to fix the remuneration of the auditors.
7.4 The Representative Board may from time to time determine to amend the Accounts Date.
7.5 A profit and loss account shall be taken in every year on the Accounts Date and a balance sheet (taking no account of goodwill) shall be prepared in the Note Payment Account pursuant United Kingdom in accordance with the then current Accounting Standards and in such format and giving such information, notes and disclosure of the interests of the Members in the LLP as may be required by the Companies Acts.
7.6 The accounts to this Agreement and be prepared in accordance with clause 7.5 above shall be:
(a) audited by the Indenture Accountants in accordance with the Companies Acts (unless the LLP shall be held exempted by that Act from the requirement for its accounts to be audited);
(b) approved by the Indenture Trustee as part of the Trust Property and shall be applied as provided Members in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, accordance with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.Companies Acts;
(c) The Servicer shall establish, on or before the Closing Date, and maintain signed by a Designated Member in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.United Kingdom;
(d) If, binding on all Members after approval save that any Distribution Date, Member may request the aggregate amount on deposit rectification of any manifest error discovered in the Collection Account and the Reserve Account equals or exceeds the sum any such accounts within 3 months of (i) the Note Balance as receipt of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).same; and
(e) On or before distributed to all Members (and to the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name holders of the Indenture Trustee, a settlement account any debentures which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed may have been issued by the Indenture Trustee not later than thirty (30LLP) days following the Closing Date.
(f) The Servicer shall have the power, revocable as required by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureCompanies Acts.
Appears in 1 contract
Samples: Limited Liability Partnership Agreement (Tronox Pigments Australia Holdings Pty LTD)
Accounts. Except as otherwise provided in this Section 4.2, Debtor shall continue to collect, at its own expense, all amounts due or to become due to Debtor with respect to Accounts and apply such amounts as they are collected to the outstanding balances thereof. In connection with such collections, Debtor may take (aand, at Secured Party’s direction during the continuance of any Event of Default, shall take) The Servicer shall establish, on such action as Debtor or before the Closing Date, and maintain in the name Secured Party may deem necessary or advisable to enforce collection of the Indenture Trustee Accounts. Secured Party shall have the right at any time after the occurrence and during the continuance of an Eligible Institution Event of Default to: (which shall initially be i) notify the Securities IntermediaryAccount Debtor under any Accounts (or any other Person obligated thereon) a segregated trust account designated as of the Collection Lien granted upon such Accounts in favor of Secured Party and to direct such Account Debtors and other Persons to make payment of all amounts due or to become due or otherwise render performance directly to Secured Party; (ii) exercise the “Collection Account”)rights of Debtor with respect to the obligation of the Account Debtor to make payment or otherwise render performance to Debtor and with respect to any property that secures the obligations of the Account Debtor or any other Person obligated on the Collateral; and (iii) adjust, settle or compromise the amount or payment of such Accounts. The Collection Account After the occurrence and during the continuance of an Event of Default all amounts and Proceeds received by Debtor with respect to the Accounts shall be held received in trust for the benefit of the NoteholdersSecured Party, and the Certificateholders. The Collection Account shall be under segregated from other funds of Debtor and shall be forthwith paid over to Secured Party in the sole dominion and control of the Indenture Trustee; providedsame form as so received (with any necessary endorsement), in each case subject, however, that to Permitted Senior Liens and the Servicer may make deposits terms of any Intercreditor Agreement. Debtor shall not adjust, settle or compromise the amount or payment of any Account relating to the Venezuelan Receivables, or release wholly or partly any Account Debtor relating to the Venezuelan Receivables, or allow any credit or discount thereon (other than credits and direct discounts in the Indenture Trustee ordinary course of business and in writing amounts which are not material to make withdrawals from Debtor) without the prior consent of Secured Party. At all times, all Venezuelan Receivables Proceeds shall be remitted to Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer4.12(a).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Security Agreement (Axesstel Inc)
Accounts. (a) The Servicer Borrower shall establishkeep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as Agent may reasonably request. If Accounts in an aggregate face amount of $250,000 or before the Closing Date, and maintain in the name of the Indenture Trustee at an more cease to be Eligible Institution Accounts (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”other than due to collection). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement Borrower shall be held by the Indenture Trustee as part notify Agent of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, occurrence promptly (and in any case event within ten (10one Business Day) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of after any change in the account number or location of the Collection AccountLoan Party has knowledge thereof.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name If an Account of the Indenture Trustee at Borrower includes a charge for any Taxes and an Eligible Institution (which shall initially be Event of Default has occurred and is continuing, the Securities Intermediary) a segregated trust account designated as Administrative Agent is authorized, in its discretion, to pay the Note Payment Account (amount thereof to the “Note Payment Account”). The Note Payment Account shall be held in trust proper taxing authority for the benefit account of the Noteholders. The Note Payment Account shall be under Borrower and to charge the sole dominion and control of the Indenture TrusteeBorrower therefor; provided, however, that the Servicer neither Agent nor Lenders shall be liable for any Taxes that may make deposits to and direct the Indenture Trustee in writing to make withdrawals be due from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time Borrower or relate to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountCollateral.
(c) The Servicer Whether or not a Default or Event of Default exists, the Administrative Agent shall establishhave the right at any time, on or before the Closing Date, and maintain in the name of Agent, any designee of the Indenture Trustee at an Eligible Institution (which shall initially be Administrative Agent or the Securities Intermediary) a segregated trust account designated as Borrower, to verify the “CarMax Auto Owner Trust 2024-1 Trust Account” (validity, amount or any other matter relating to any Accounts of the “Certificate Payment Account”)Borrower by mail, telephone or otherwise. The Certificate Payment Account Borrower shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, cooperate fully with the Indenture Trustee’s assistance as necessary, Administrative Agent in an effort to facilitate and promptly (and in conclude any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountverification process.
(d) IfThe Borrower shall maintain Dominion Accounts pursuant to lockbox or other arrangements acceptable to the Administrative Agent. The Borrower shall obtain an agreement (in form and substance satisfactory to the Administrative Agent) from each lockbox servicer and Dominion Account bank, on any Distribution Dateestablishing the Administrative Agent’s control over and Lien in the lockbox or Dominion Account (which may be exercised by the Administrative Agent only during a Dominion Trigger Period) requiring immediate deposit of all remittances received in the lockbox to a Dominion Account, and waiving offset rights of such servicer or bank, except for customary administrative charges. If a Dominion Account is not maintained with Bank of America, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution DateAdministrative Agent may, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection during any Dominion Trigger Period, any Unreimbursed Servicer Advances require immediate transfer of all funds in such account to a Dominion Account maintained with Bank of America. The Administrative Agent and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due Lenders assume no responsibility to the Asset Representations Reviewer pursuant Borrower for any lockbox arrangement or Dominion Account, including any claim of accord and satisfaction or release with respect to the Asset Representations Review Agreement not previously paid any Payment Items accepted by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)bank.
(e) On The Borrower shall request in writing and otherwise take all necessary steps to ensure that all payments on Accounts or before otherwise relating to Collateral are made directly to a Dominion Account (or a lockbox relating to a Dominion Account). If the Closing DateBorrower or any other Loan Party receives cash or Payment Items with respect to any Collateral, it shall hold same in trust for the Servicer shall cause the Indenture Trustee to establish Administrative Agent and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee promptly (not later than thirty (30the next Business Day) days following the Closing Datedeposit same into a Dominion Account.
(f) The Servicer shall have During any Dominion Trigger Period, the power, revocable by ledger balance in the Indenture Trustee or by the Trust with the consent main Dominion Account as of the Indenture Trustee, in each case end of a Business Day shall be applied to the Obligations (other than Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements) at the written direction beginning of the Holders next Business Day. Any resulting credit balance shall not accrue interest in favor of the Notes evidencing not less than 51% Borrower and shall be made available to the Borrower as long as no Default or Event of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureDefault exists.
Appears in 1 contract
Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.exceed
Appears in 1 contract
Samples: Sale and Servicing Agreement (Usaa Acceptance LLC Trust 2004-1)
Accounts. (a) The Servicer Trustee shall establishestablish and maintain separately with respect to each Trust the Collection Account, on or before the Closing DateFunding Account, if any, and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Collection Account, the Funding Account and the Certificate Payment Account shall be under segregated trust accounts established with the sole dominion and control trust department of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify establish the Indenture Trustee and Lock-Box Account pursuant to the Owner Trustee of any change in Servicing Agreement. The Lock-Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be an Eligible Institution, by the account number or location Servicer for the sole benefit of the Certificate Payment AccountTrust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the foregoing Accounts shall be Eligible Accounts.
(db) If, on any Distribution Date, the aggregate amount on deposit Amounts held in the Collection Account, the Certificate Account and the Reserve Funding Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid shall be invested by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at upon the written direction of the Holders Seller, in Eligible Investments. Any such investment in the Certificate Account or the Funding Account shall mature no later than (i) one Business Day before the Distribution Date (or Funding Date with respect to the Funding Account), next succeeding the date of investment or, (ii) in the Notes evidencing not less than 51% case of the Note Balance of the Controlling Classmoney market fund investments, to instruct the Indenture Trustee to make withdrawals and payments from on such Distribution Date. Any such investment in the Collection Account shall mature not later than two Business Days before such Distribution Date. Any written investment direction by the Seller shall certify that any such investment is authorized by this Section 5.01. The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Certificate Account, the Note Payment Account, the Reserve Collection Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Funding Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be credited to and all losses borne by the Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to carry out its respective duties hereunder regulations substantially similar to 12 C.F.R. 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the direction of the Seller or any loss resulting therefrom.
(c) The Servicer has appointed each of Wells Fargo Bank, N.A., and Commerce Bank, as an initial Lock-Box Account Depository under the Servicxxx Agreement. All funds of the Trust Agreement or permitting held by a Lock-Box Account Depository are and shall remain the Indenture Trustee to carry out its duties under property of the IndentureTrust.
Appears in 1 contract
Samples: Master Trust Agreement (Aegis Consumer Funding Group Inc)
Accounts. Each of the parties hereto hereby agrees that the Collateral Account shall be deemed to be a comprised of a Securities Account and a related Deposit Account, together with any additional subaccounts as the Collateral Custodian may determine from time to time are necessary for administrative convenience. Each of the parties hereto hereby agrees to cause the Securities Intermediary to agree with the parties hereto that with respect to the Collateral Account, (aA) The Servicer the property other than Cash (subject to Section 6.4(e) below with respect to any property other than investment property, as defined in Section 9-102(a)(49) of the UCC) is to be treated as a Financial Asset, (B) all Cash shall establishbe held in the related Deposit Account and (C) the jurisdiction governing the Account, all Cash and other Financial Assets credited to the Account and the securities intermediary’s jurisdiction (within the meaning of Section 9-304(b) of the UCC) shall, in each case, be the State of New York. In no event may any Financial Asset held in the Collateral Account be registered in the name of, payable to the order of, or specially Indorsed to, the Borrower, unless such Financial Asset has also been Indorsed in blank or to the Securities Intermediary. In addition, for an Approved Foreign Currency, the Collateral Custodian shall, on or before after the Closing Datedate hereof, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) establish segregated accounts that each constitute a segregated trust account designated as the Principal Collection Account (and Interest Collection Account for an Approved Foreign Currency. Any amounts received by the “Collateral Custodian that are denominated in an Approved Foreign Currency that are required to be deposited into the Principal Collection Account”). The Account or the Interest Collection Account shall be held in trust for deposited by the benefit of Collateral Custodian into the Noteholders, and the Certificateholders. The applicable Principal Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Accountas applicable, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturean Approved Foreign Currency.
Appears in 1 contract
Samples: Loan, Security and Collateral Management Agreement (Willow Tree Capital Corp)
Accounts. (a) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Each Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules related Warranty and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Servicing Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture TrusteeTrustee on behalf of the Holders of interests in the Trust Fund, a settlement Custodial Account, which shall be an Eligible Account, into which such Servicer shall deposit all amounts, except as otherwise set forth therein, required by the terms thereof, and from which the Servicer shall withdraw such amounts as set forth therein. Funds held in any Custodial Account at any time may be delivered by a Servicer to the Trustee for deposit in an account (which will may be used the Certificate Account and must satisfy the standards for the Certificate Account as set forth in the definition thereof) and for all purposes of this Agreement shall be deemed to facilitate be a part of such Custodial Account; provided, however, that the wire transfer Trustee shall have the sole authority to withdraw any funds held in such account. The Trustee shall establish, prior to the Delivery Date, and shall maintain, in the name of the offering proceeds Trustee on behalf of the Notes on Holders of interests in the Closing Date. The Indenture Trust Fund, the Certificate Account, which shall be an Eligible Account, into which the Trustee upon receipt from the Servicers shall deposit all payments remitted by the Servicers on a Servicer Remittance Date under the related Warranty and distribute Servicing Agreement all amounts received pursuant, to the presentation of claims under the Special Hazard Insurance Policy, Pool Insurance Policy and Mortgagor Bankruptcy Bond, and any amounts required to be remitted by the Depositor pursuant to the terms hereof. All distributions to be made from time to time to holders of interests in such settlement account on or before the Closing Date Trust Fund out of funds in accordance with the written direction Certificate Account shall be made by or on behalf of the Trustee or Paying Agent. The Trustee will give notice to each Servicer, the Rating Agencies and the Depositor of the location of the Certificate Account and of any change thereof, prior to the use thereof. Such settlement account will Funds held in the Certificate Account and delivered to the Trustee earlier than one Business Day prior to the next Distribution Date shall, if invested, be closed by the Indenture Trustee invested in Eligible Investments and shall mature not later than thirty (30) days the Business Day immediately preceding such Distribution Date. All income and gain net of any losses realized from any such investment shall be for the benefit of the Trustee and shall be subject to withdrawal at its direction from time to time. The amount of any losses net of any gains not paid to the Trustee incurred in respect of any such investments shall be deposited in the Certificate Account out of the Trustee's own funds immediately as realized. The Trustee shall make, to the extent required or authorized hereunder, withdrawals from the Certificate Account for the following the Closing Date.purposes:
(fi) to pay to any Servicer any amounts to which such Servicer is entitled pursuant to the related Warranty and Servicing Agreement;
(ii) to make required deposits into the Expense Reserve Account;
(iii) to withdraw any amount deposited in the Certificate Account and not required to be deposited therein;
(iv) to make required distributions to the Certificateholders pursuant to Section 4.02; and
(v) to clear and terminate the Certificate Account upon termination of this Agreement pursuant to Article IX hereof. The Servicer shall have Trustee shall, prior to the powerDelivery Date, revocable by establish and maintain, in the Indenture Trustee or by the Trust with the consent name of the Indenture Trustee, in each case at the written direction Trustee on behalf of the Holders of interests in the Notes evidencing Trust Fund, the Expense Reserve Account, which shall be an Eligible Account, into which the Trustee shall deposit on the Distribution Date an amount equal to the Administrative Fee with respect to the Mortgage Loans, less the applicable Trustee's Fee, upon receipt from the Servicers under the related Warranty and Servicing Agreement or otherwise. So long as it does not less than 51% adversely affect the rating on the Certificates, the Expense Reserve Account may be maintained with the Trustee. The Trustee will give notice to the Rating Agencies and the Depositor of the Note Balance location of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Expense Reserve Account and any change thereof, prior to the use thereof. Funds held in the Expense Reserve Account shall be invested in Eligible Investments and retained in the Expense Reserve Account and all income and other gains from investment of moneys deposited in the Expense Reserve Account shall be deposited in the Expense Reserve Account immediately upon receipt. Any amounts on deposit in the Expense Reserve Account shall be withdrawn from the Expense Reserve Account in the amounts required for application as follows: first, to the payment of the Trustee Fee to the Trustee, to the extent such Trustee Fee has not been paid, and second, to the payment of the premiums on the Special Hazard Insurance Policy, Pool Insurance Policy and Mortgagor Bankruptcy Bond as and when due. Upon the termination of the Trust Fund pursuant to the terms hereof, any amounts remaining on deposit in the Expense Reserve Account shall be paid to the Holder of the Class 1-R Certificate Payment Account upon surrender for the purpose payment of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturefinal distribution thereon.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp)
Accounts. (ai) The Servicer shall establishPrincipal amount loaned under each Advance will be loaned directly to Borrower by check or checks, on or before the Closing Datealternatively and as elected by Lenders in their sole discretion, and maintain deposited in the name of the Indenture Trustee at an Eligible Institution Borrower bank account identified in Exhibit One hereto (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Borrower Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and ) by wire transfer or ACH/electronic payment transfer or direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreementdeposit. All monies deposited from time to time in the Collection Account pursuant to loan payments under this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall will be made only upon in name of Borrower and only to the terms and conditions Borrower at its principal executive offices or into Borrower Account. Lenders in their sole discretion shall determine the contribution of each of the Transaction DocumentsLenders for funding each Advance or other loan hereunder. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments Lenders will fund each Advance that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance complies with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part will do so within three (3) business days after receipt of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to request from Borrower for an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountAdvance.
(cii) The Servicer shall establishFor payments of Advances or other sums due under this Agreement, Borrower will repay each Advance or other sum as follows:
(A) If not instructed otherwise by the Lenders, Borrower will repay an Advance by dividing the total amount owed equally (50%/50%) between the Lenders’ bank accounts identified in Exhibit One hereto (“Lenders Accounts”), or, alternatively,
(B) Prior to the repayment of an Advance, Lenders may instruct the Borrower to divide any repayment of an Advance as stated in an emailed or written instruction from the Lenders rather doing so equally (50%/50%) between the Lenders Accounts. Borrower may rely on or before the Closing Date, and maintain in the name commercially reasonable instructions of either of the Indenture Trustee at Lenders in dividing any repayment of an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be Advance or other sum owed under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and between the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountLenders’ Accounts.
(diii) If, on Lenders each agree that Borrower is entitled to repay any Distribution Date, Advance by dividing the aggregate amount on deposit repayment equally (50%/50%) between the Lenders Accounts in the Collection Account absence of timely delivered instruction to the contrary by the Lenders and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due Borrower will have no liability to the Asset Representations Reviewer pursuant to Lenders, jointly or severally, for any claim or dispute between the Asset Representations Review Agreement not previously paid by Lenders about the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes division of application pursuant to Section 2.8(a) any received payment of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts an Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)other received sum owed hereunder.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. SECTION 501. Establishment of Accounts. (a) The Servicer Bankers Trust Company, a New York banking corporation, is hereby appointed as the "Accounts Agent" and, in such capacity, will act, in accordance with Article 8 of the UCC, as the "securities intermediary" with respect to any "securities accounts" and as a "bank" with respect to any "deposit accounts" (as each such term is defined in the UCC) in which a security interest may be granted under the UCC pursuant hereto and pursuant to the Assignment and Security Agreement (together with its successors and permitted assigns in each such capacity, the "Accounts Agent"). Pursuant hereto and to the Assignment and Security Agreement, the Accounts Agent shall establish, on or before the Closing Date, establish and maintain the following non-interest bearing accounts (collectively, the "Accounts") in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Holders as provided in this Indenture: (i) the Collections Account; (ii) the Liquidity Account; and (iii) the CertificateholdersDamages and Indemnity Account. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee Accounts Agent will invest funds in writing to make withdrawals from the Collection each such Account in accordance with Section 505 and act with respect to all "financial assets" (as such term is defined in Article 8 of the UCC) credited to the Accounts as a "securities intermediary" (as such term is defined in Article 8 of the UCC). The Accounts Agent shall hold and safeguard the Accounts during the term of this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time Assignment and Security Agreement and shall treat the "security entitlements" (as such term is defined in Article 8 of the UCC) in the Collection Account pursuant to this Agreement shall be held Accounts as security entitlements pledged by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant Issuer to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits Holders to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf provisions of this Indenture and the Assignment and Security Agreement. Neither the Issuer nor any Affiliate of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer Issuer shall have any rights against the power, revocable by the Indenture Trustee or by the Trust with the consent Accounts Agent hereunder (other than rights which may arise as a result of the Indenture TrusteeAccounts Agent's gross negligence or willful misconduct as determined by a court of competent jurisdiction in a final, non-appealable judgment), as a third-party beneficiary or otherwise, including, any right to direct the Accounts Agent to distribute or allocate any funds in each case at the written direction Accounts (except as expressly provided herein or as provided in the Assignment and Security Agreement). The Accounts Agent shall comply with Part 5 of Article 8 of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureUCC.
Appears in 1 contract
Samples: Indenture (Cedar Brakes Ii LLC)
Accounts. (a) The Servicer On or before the first Borrowing Date, the Indenture Trustee shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the NoteholdersLenders to the extent of its interests therein as provided herein, the Disbursement Account, the Collection Account, the Reserve Account and the CertificateholdersResidual Payments Account, which accounts shall be segregated accounts maintained at a Qualified Institution selected by the Issuer and approved by the Administrative Agent and each Funding Agent. The Collection Each such Account shall be under subject to the sole dominion and control (as defined in Section 8-106 of the UCC) of the Indenture Trustee; providedTrustee and neither the Issuer nor any Affiliate of the Issuer shall have any withdrawal rights therefrom, howeverexcept as expressly permitted under this Agreement and the Residual Payments Account Control Agreement with respect to the Residual Payments Account. The Eligible Investments and funds in each such Account shall be deemed “financial assets” as defined in Section 8-102 of the UCC. In furtherance of the foregoing, that the Servicer may make deposits to Issuer and direct the Indenture Trustee in writing agree to make withdrawals from enter into the Collection Account Control Agreement with respect to each such Account as of the date hereof. Subject to the further provisions of this Section 3.01, the Indenture Trustee shall, upon receipt, deposit into such Accounts all amounts received by it which are required to be deposited therein in accordance with this Agreement, the Indenture and the Trust Agreementprovisions hereof. All monies deposited such amounts and all investments made with such amounts, including all income and other gains from time to time in the Collection Account pursuant to this Agreement such investments, shall be held by the Indenture Trustee in such Accounts as part of the Trust Property and shall be applied Collateral as provided in this Agreement. All deposits herein provided, subject to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased withdrawal by the Indenture Trustee or through an Affiliate of in accordance with, and for the Indenture Trustee. All such Permitted Investments shall be held to maturity. If purposes specified in the Collection Account is no longer to be maintained at the Securities Intermediaryprovisions of, the Servicer shallthis Agreement and, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits respect to the Certificate Payment Account in accordance with this Agreement and Residual Payments Account, subject to withdrawal by CFS or the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date Issuer in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing DateResidual Payments Account Control Agreement.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer shall establish, on or before the Closing Date, establish and maintain the Collection Account and the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Securities Intermediary) a segregated trust account designated as benefit of the Collection Account (Certificateholders and, to the “Collection Account”)extent herein provided, for the benefit of the Surety Bond Issuer. The Collection Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee so long as (i) the deposits of the Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained as a fully segregated trust account. All amounts held in the Collection Account (other than Purchase Amounts) shall be invested in Permitted Investments by the Trustee, at the written direction of the Servicer, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Purchase Amounts deposited on a Deposit Date shall not be invested. Such written direction shall certify that any such investment is authorized by this Section 14.1 and complies with the requirements of Permitted Investments as set forth in Schedule C. The Certificate Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Certificate Account is maintained as a fully segregated trust account. The amounts in the Certificate Account shall not be invested. Should the deposits of the Trustee no longer have the Required Deposit Rating and the Collection Account or the Certificate Account, as applicable, shall not be maintained as a fully segregated trust account, then the Servicer shall, with the Trustee's assistance as necessary, cause the Certificate Account and/or the Collection Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the laws of the United States of any state thereof, the deposits of which shall have the Required Deposit Rating.
(i) The Depositor shall establish the Reserve Account in the name of the Collateral Agent which shall be pledged to the Trustee for the benefit of the Noteholders, Certificateholders and the CertificateholdersSurety Bond Issuer. The Collection Reserve Account shall be a segregated, non-interest-bearing trust account initially established and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Reserve Account is maintained as a fully segregated trust account. The Reserve Account shall not be property of the Trust. All amounts held in the Reserve Account shall be invested in Permitted Investments by the Collateral Agent, at the written direction of the Depositor, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Such written direction shall certify that any such investment is authorized by this Section 10.1 and comply with the requirements of Permitted Investments as set forth in Schedule C. Should the deposits of the Collateral Agent no longer have the Required Deposit Rating or the Reserve Account shall not be maintained as a fully segregated trust account, then the Depositor shall, with the Collateral Agent's assistance as necessary, cause the Reserve Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the sole dominion and control laws of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementUnited States or any state thereof, the Indenture deposits of which shall have the Required Deposit Rating.
(ii) On the date of the issuance of the Certificates, the Depositor shall cause the Reserve Account Initial Deposit to be deposited into the Reserve Account. The Depositor hereby grants to the Collateral Agent for the benefit of the Certificateholders and the Trust AgreementSurety Bond Issuer a security interest in and to the Reserve Account and any and all Account Property credited thereto from time to time, including, but not limited to, Permitted Investments, to secure payment of the Certificates according to their terms. All monies deposited Amounts held from time to time in the Collection Reserve Account pursuant will continue to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust Collateral Agent for the benefit of the NoteholdersCertificateholders and the Surety Bond Issuer, but the Reserve Account shall not be an asset of the Trust. The Note Payment Funds held in the Reserve Account shall be under remitted to the sole dominion Depositor upon the Depositor's written request upon the termination of the Trust. By acceptance of their Certificates or interest therein and by execution and delivery of the Reimbursement Agreement by the Surety Bond Issuer, the Certificateholders and Certificate Owners and the Surety Bond Issuer, respectively, shall be deemed to have appointed [ ] as Collateral Agent. [ ] hereby accepts such appointment as Collateral Agent.
(iii) With respect to the Account Property in respect of the Reserve Account, the Collateral Agent agrees that:
A. any Account Property that is held in deposit accounts shall be held solely in a bank with the Required Deposit Rating; and each such bank with the Required Deposit Rating shall be subject to the exclusive custody and control of the Indenture Trustee; providedCollateral Agent, however, and the Collateral Agent shall have sole signature authority with respect thereto;
B. any Account Property that constitutes Physical Property shall be delivered to the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account Collateral Agent in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part paragraph (a) of the Trust Property definition of "Delivery" and shall be applied held, pending maturity or disposition, solely by the Collateral Agent, or a financial intermediary (as provided such term is defined in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10Section 8-313(4) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(cRelevant UCC) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust acting solely for the benefit of the Certificateholders. The Certificate Payment ;
C. any Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits delivered to the Certificate Payment Account Collateral Agent in accordance with this Agreement paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and
D. any Account Property that is an "uncertificated security" under Article 8 of the Relevant UCC and may direct that is not governed by clause (C) above shall be delivered to the Indenture Trustee to make withdrawals from the Certificate Payment Account Collateral Agent in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part paragraph (c) of the Trust Property definition of "Delivery" and shall be applied as provided in this Agreement and maintained by the Trust AgreementCollateral Agent, pending maturity or disposition, through continued registration of the Collateral Agent's (or its nominee's) ownership of such security. The amounts on deposit Effective upon Delivery of any Account Property in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediaryform of Physical Property, book-entry securities or uncertificated securities, the Servicer shallCollateral Agent shall be deemed to have purchased such Account Property for value, with the Indenture Trustee’s assistance as necessary, promptly (in good faith and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee without notice of any change in the account number or location of the Certificate Payment Accountadverse claim thereto.
(div) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account The Depositor and the Reserve Account equals Servicer agree to take or exceeds the sum of cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (i) the Note Balance as of the day preceding such Distribution Dateincluding, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Periodwithout limitation, any Unreimbursed Servicer Advances financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section 10.1(b) and any Unrelated Amounts for otherwise effectuate the preceding Collection Period purposes, terms and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes conditions of application pursuant to this Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer14.1(b).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. (a) The Servicer shall establishTrustee shall, on or before prior to the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (establish eight segregated trust accounts which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (“Custodial Account,” the “Collection Account,” the “Payment Account,” the “Uninvested Proceeds Account,” the “Closing Date Expense Account”). The Collection Account shall be , the “Expense Reserve Account,” the “Hedge Termination Receipts Account” and the “Future Funding Asset Account,” respectively, identified as held in trust for the benefit of the NoteholdersSecured Parties. Each Account shall be a securities account (as defined in the UCC) established with the Securities Intermediary in the name of the Trustee and shall be an account to which financial assets may be credited and as to which financial assets the Securities Intermediary undertakes to treat the Trustee as entitled to exercise the rights that comprise such financial assets. All property (including without limitation cash, instruments and securities) shall be treated as financial assets. On the Closing Date, the Issuer will deposit into the Closing Date Expense Account from the gross proceeds of the offering of the Notes an initial amount which shall be sufficient to pay any outstanding initial fees and expenses of the Issuer with respect to the Offering which are not paid on the Closing Date. During the Ramp-Up Period, amounts held in the Closing Date Expense Account from time to time may be invested pursuant to written instructions from the Issuer in Eligible Investments, and any investment earnings therefrom shall be credited to (any losses therefrom shall be debited to) the CertificateholdersClosing Date Expense Account. After the Effective Date, the Trustee will be required to deposit all funds remaining in the Closing Date Expense Account into the Collection Account to be treated as Principal Proceeds. The Collection Account shall be under the sole dominion a securities account (and control may be a sub-account of the Indenture Custodial Account and may be maintained on a ledger-entry basis), to which money credited to the Collection Account (and Eligible Investments in which such money may be invested from time to time, which Eligible Investments shall be acquired and held pursuant to the terms of Section 6.16 hereof) shall be credited. The Issuer, or the Collateral Manager on its behalf, may direct that all amounts due to the Issuer in respect of any Collateral Interests serviced by the CDO Servicer be deposited directly into the Collection Account, in which case if the CDO Servicer is entitled to any of such funds pursuant to the terms of the CDO Servicing Agreement (i.e. to pay its fees and expenses) then, upon written request of the CDO Servicer, the Trustee shall withdraw such funds from the Collection Account and remit them to the CDO Servicer. All Collateral Interests shall be credited to the Custodial Account. All Distributions and any net proceeds from the sale or disposition of a Collateral Interest received by the Trustee shall be immediately deposited into the Collection Account. Subject to Section 10.2(d), all such property, together with any securities in which funds included in such property are or will be invested or reinvested during the term of this Indenture, and any income or other gain realized from such investments, and any Interest Advances shall be held by the Trustee in the Payment Account as part of the Collateral subject to disbursement and withdrawal as provided in this Section 10.2. By Issuer Order (which may be in the form of standing instructions), the Issuer shall at all times direct the Trustee to, and, upon receipt of such Issuer Order, the Trustee shall, invest all funds received into the Collection Account during a Due Period, and amounts received in prior Due Periods and retained in the Collection Account, as so directed in Eligible Investments having Stated Maturities no later than the Business Day immediately preceding the next Payment Date. The Trustee, within one Business Day after receipt of any Distribution or other proceeds which is not Cash, shall so notify the Issuer and the Issuer shall, within five (5) Business Days after receipt of such notice from the Trustee, sell such Distribution or other proceeds for Cash in an arm’s length transaction to a Person which is not an Affiliate of the Issuer or the Collateral Manager and deposit the proceeds thereof in the Collection Account for investment pursuant to this Section 10.2; provided, however, that the Servicer may make deposits Issuer need not sell such Distributions or other proceeds if it delivers an Officer’s certificate to and direct the Indenture Trustee in writing certifying that such Distributions or other proceeds constitute Collateral Interests or Eligible Investments. In addition, the Issuer (or the Collateral Manager on the Issuer’s behalf) may, but under no circumstances shall be required to, credit such monies to make withdrawals from the Collection Account as it deems, in its sole discretion, to be advisable in the event that, but for such action, an Event of Default would occur. Except as provided in Sections 9.2 and 11.1, the only permitted withdrawal from or application of funds on deposit in, or otherwise to the credit of, the Payment Account shall be to pay the interest on and the principal of the Notes in accordance with their terms and the provisions of this AgreementIndenture, amounts due to the Advancing Agent or the Trustee, as applicable, in connection with the reimbursement of Interest Advances and interest thereon, the Indenture Administrative Expenses and other amounts specified therein, all in accordance with the Priority of Payments. All monies, instruments, investment property or other property credited to the Collection Account and the Trust Agreement. All monies deposited from time to time in the Collection Payment Account pursuant to this Agreement Indenture, and all Collateral Interests and other property credited to the Custodial Account, shall be held by the Indenture Trustee as part of the Trust Property Collateral and shall be applied as provided in this Agreement. All deposits the manner set forth herein.
(b) Upon Issuer Order and subject to the requirements of Sections 11.1(a) and withdrawals from (b) and 12.2 hereof, during the Reinvestment Period only, all or a portion of the Principal Proceeds (including Sale Proceeds) available in the Collection Account shall be made only upon released from the terms Collection Account and conditions applied by the Trustee in accordance with such Issuer Order in payment for Additional Collateral Interests purchased in accordance with Section 12.2 hereof and for costs and expenses related to such purchases.
(c) If prior to the occurrence of an Event of Default, the Transaction DocumentsIssuer shall not have given any investment directions pursuant to Section 10.2(a), the Trustee shall seek instructions from the Issuer within three (3) Business Days after transfer of such funds to the Collection Account. If the Servicer is required to remit collections on a daily basis pursuant Trustee does not thereupon receive written instructions from the Issuer within five (5) Business Days after transfer of such funds to the first sentence of Section 4.2Collection Account, all amounts it shall invest and reinvest the funds held in the Collection Account shallAccount, as fully as practicable, but only in Eligible Investments described in item (ii) of the definition of Eligible Investments maturing no later than the Business Day immediately preceding the next Payment Date. If after the occurrence of an Event of Default, the Issuer shall not have given investment directions to the extent permitted by applicable lawTrustee pursuant to Section 10.2(a) for three (3) consecutive days, rules the Trustee shall invest and regulations, be invested, reinvest such Monies as directed fully as practicable in writing by Eligible Investments described in item (ii) of the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted definition of Eligible Investments that mature maturing not later than the Business Day immediately preceding the Distribution Date following next Payment Date. All interest and other income from such investments shall be deposited in the Collection Period during which Account, any gain realized from such investment is madeinvestments shall be credited to the Collection Account, and any loss resulting from such investments shall be charged to the Collection Account. Each The Trustee shall not in any way be held liable by reason of any insufficiency of such Collection Account resulting from any loss relating to any such investment.
(d) The Note Valuation Report shall constitute direction to the Permitted Investments may be purchased Trustee to transfer to the Payment Account, for application pursuant to Sections 11.1(a) and (b) hereof no later than the Business Day prior to each Payment Date, all Interest Advances made to or by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be pursuant to Section 10.3 and any amounts then held to maturity. If in the Collection Account is no longer other than proceeds received after the end of the Due Period with respect to be maintained at such Payment Date. Notwithstanding the Securities Intermediaryforegoing and subject to Sections 11.1(a) and 11.1(b), prior to making any transfer pursuant to this Section 10.2(e), the Servicer shallTrustee may withdraw funds on deposit in the Collection Account, with on any Payment Date to reimburse the Indenture Advancing Agent or the Trustee’s assistance , as necessaryapplicable for unreimbursed Interest Advances and interest accrued and payable thereon pursuant to Section 10.3.
(e) The Trustee will deposit all Uninvested Proceeds (other than the organizational and structuring fees and expenses of the Co-Issuers (including, promptly (without limitation, legal fees and expenses of counsel) and the expenses of offering the Notes on such date) into the Uninvested Proceeds Account. On or prior to the Effective Date, the Collateral Manager on behalf of the Issuer may direct the Trustee to, and upon such direction the Trustee will, apply funds in the Uninvested Proceeds Account to purchase Additional Collateral Interests, and prior to the application of any case within ten (10) calendar days or such longer period not amounts to exceed thirty (30) calendar days the purchase of Additional Collateral Interests such funds will be invested in Eligible Investments, as directed by the Collateral Manager. The Trustee will transfer any amount remaining on deposit in the Uninvested Proceeds Account on the Effective Date to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify treated as Principal Proceeds, at the Indenture Trustee and the Owner Trustee of any change in the account number or location direction of the Collection AccountCollateral Manager, on the first Payment Date following the Effective Date and distributed in accordance with the Priority of Payments.
(bf) The Servicer shall establishTrustee will deposit into the Expense Reserve Account, on or before the Closing Date, an amount equal to U.S.$25,000, and maintain on each Payment Date will deposit additional amounts in accordance with the Priority of Payments. The Trustee may, from time to time and at any time, withdraw amounts from the Expense Reserve Account to pay accrued and unpaid Administrative Expenses of the Co-Issuers as directed by the Collateral Manager. All amounts remaining on deposit in the name Expense Reserve Account at the time when substantially all of the Indenture Issuer’s assets have been sold or otherwise disposed of will be deposited by the Trustee at an into the Collection Account for distribution as Interest Proceeds in accordance with the Priority of Payments on the immediately succeeding Payment Date.
(g) With respect to any Future Funding Asset with respect to which the Seller of such Future Funding Asset retains the obligation to make any future funding advance or future payment, the Seller of such Future Funding Asset will be required to deposit into the Future Funding Asset Account the amount of funds equal to the combined aggregate principal amounts of the future funding obligation under such Future Funding Asset less the amount of any amount that has been previously funded. As directed by the applicable Seller in writing and in accordance with this Indenture, amounts on deposit in the Future Funding Asset Account will be invested in overnight funds that are Eligible Institution Investments. On the Business Day immediately preceding each Payment Date, the income received on amounts contained in the Future Funding Asset Account during the related Due Period will be withdrawn from such account and paid to the applicable Seller (which and the applicable Seller shall initially be required to deposit into the Securities Intermediary) a segregated trust account designated as Future Funding Asset Account the Note Payment Account (the “Note Payment Account”amount of any losses incurred from such investment). The Note Payment Any funds in the Future Funding Asset Account shall will be held available solely to (i) secure the related Seller’s agreement to indemnify the Issuer for any losses incurred by the Issuer as a result of such Seller failing to make any required future advance in trust for respect of a Future Funding Asset, (ii) at the benefit direction of the Noteholders. The Note Payment Account shall be under Collateral Manager (but subject to a Servicer Override), fund any future funding requirements and (iii) cover any future advance obligations on the sole dominion and control related Future Funding Assets to the extent of the Indenture Trusteerelated Seller’s failure to make such required future advance; provided, however, that the Servicer may make deposits to and direct excess of (a) the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Future Funding Asset Account over (b) the combined aggregate principal amounts of the unfunded commitments under any Future Funding Assets included in the Collateral shall not be investedpaid to the related Seller by the Trustee upon the direction of the Collateral Manager (but subject to a Servicer Override). If Upon (i) the Note Payment sale or maturity of a Future Funding Asset, (ii) the funding of the Future Funding Asset by the applicable Seller or (iii) the occurrence of an event of default with respect to a Future Funding Asset or any other event or circumstance which, in each case, results in the irrevocable reduction of the unfunded commitments under such Future Funding Asset, any funds in the Future Funding Asset Account is no longer in excess of the amount needed to cover any future funding obligations on all remaining future Funding Assets shall be maintained paid, at the Securities Intermediarydirection of the Collateral Manager (but subject to a Servicer Override), to the related Seller. Notwithstanding anything herein to the contrary, the Servicer Trustee shall, with at the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location direction of the Note Payment Account.
Collateral Manager (c) The but subject to a Servicer shall establishOverride), on or before fund the Closing Date, and maintain in the name future funding obligations of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals Future Funding Asset from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Future Funding Asset Account shall not be invested. If provided that the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change amounts remaining in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Future Funding Asset Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding after giving effect to such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be funding is at least equal to the amount necessary to pay the combined aggregate principal amount amounts of the Notes in full and (iii) amounts withdrawn from unfunded commitments under any Future Funding Assets. With respect to any Future Funding Asset with respect to which the Reserve Account will not be used Issuer has assumed the obligation to reimburse make any Unreimbursed Servicer Advances, Unrelated Amounts future funding advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Datefuture payment, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case acting at the written direction of the Holders Collateral Manager shall deposit Principal Proceeds or Uninvested Proceeds into the Future Funding Asset Account the amount of funds equal to the combined aggregate principal amounts of the Notes evidencing not future funding obligation under such Future Funding Asset less than 51% the amount of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indentureany amount that has been previously funded.
Appears in 1 contract
Samples: Indenture (CBRE Realty Finance Inc)
Accounts. (a) The Servicer shall establishOn or prior to the date hereof, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held establish in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be investedits name, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Reimbursement Account, the Note Payment Account, the Reserve Account and the Certificate Funding Account. Except as provided in this Indenture, the Indenture Trustee, in accordance with the terms of this Indenture, shall have exclusive control and sole right of withdrawal with respect to the Accounts. Funds in the Accounts shall not be commingled with any other monies. All monies deposited from time to time in the Accounts (including any securities or instruments in which such monies are invested) shall be held by and under the control of the Indenture Trustee in the Accounts for the benefit of the Secured Parties and the Issuer as herein provided. All amounts received by the Indenture Trustee, including, without limitation, amounts received from the REMIC Trustees in respect of the Aggregate Receivables and Repurchase Prices received from the Seller, shall be deposited into the Reimbursement Account within one (1) Business Day following receipt by the Indenture Trustee and shall be applied in accordance with the terms of this Indenture. In addition, the Issuer may, from time to time, deposit additional funds into the Reimbursement Account to be applied for the purposes set forth herein.
(b) All of the funds on deposit in the Accounts may be invested and reinvested by the Indenture Trustee at the written direction of the Agent in one or more Permitted Investments, subject to the following requirements:
(i) such Permitted Investments shall mature not later than one Business Day prior to the next Payment Date or Funding Date whichever is sooner (except that if such Permitted Investment is an obligation of the Indenture Trustee, such Permitted Investment shall not mature later than the next Payment Date or Funding Date whichever is sooner);
(ii) the securities purchased with the monies in the Accounts shall be deemed to be funds deposited in the related Accounts;
(iii) each such Permitted Investment shall be made in the name of the Indenture Trustee (in its capacity as such) or in the name of a nominee of the Indenture Trustee under the Indenture Trustee's complete and exclusive dominion and control (or, if applicable law provides for perfection of pledges of an instrument not evidenced by a certificate or other instrument through registration of such pledge on books maintained by or on behalf of the issuer of such investment, a Permitted Investment may be made in such instrument notwithstanding that such instrument is not under the dominion and control of the Indenture Trustee, provided that such pledge is so registered);
(iv) the Indenture Trustee shall have the sole control over such investment, the income thereon and the proceeds thereof;
(v) other than the investments described in the second parenthetical phrase in clause (iii) above, any certificate or other instrument evidencing such investment shall be delivered directly to the Indenture Trustee or its agent; and
(vi) the proceeds of each investment shall be remitted by the purchaser thereof directly to the Indenture Trustee for deposit in the related Account, subject to withdrawal by the Indenture Trustee as provided herein. In the absence of written direction from the Issuer, funds on deposit in the Accounts shall be invested by the Indenture Trustee in Permitted Investments described in clause (v) of the definition thereof. All amounts earned on Permitted Investments shall be deposited into the Note Payment Account on each Payment Date and shall be included in the Available Amount for such Payment Date.
(c) The REMIC Servicer shall cause all collections in respect of the purpose of permitting Assets included in each REMIC Trust to be deposited into the related Certificate Account pursuant to the related REMIC Pooling Agreement, not later than two Business Days following receipt by the REMIC Servicer or the Owner REMIC Sub-Servicer. The REMIC Servicer shall cause daily automated clearing house ("ACH") debits pursuant to which all P&I Advance Reimbursement Amounts are transferred to the Reimbursement Account from the Certificate Accounts maintained pursuant to the REMIC Pooling Agreements within one (1) Business Day after deposit into the related Certificate Account. All P&I Advance Reimbursement Amounts received from the REMIC Trusts shall be deposited into the Reimbursement Account on a daily basis. In addition, the REMIC Servicer shall cause any Extension Advances to be treated as P&I Advance Reimbursement Amounts up to the Receivables Balance of the Aggregate Receivables with respect to the Assets for which such Extension Advances are being made. Any such portion of an Extension Advance shall be deposited in the Reimbursement Account on a daily basis, in each case within one (1) Business Day after deposit into the related Certificate Account. Such deposit shall constitute reimbursement of the related Aggregate Receivables with respect to the related Assets and the contractual right to receive reimbursement for the Extension Advances shall not constitute Collateral.
(d) On any Business Day during the Funding Period, the Issuer may deliver, or cause to be delivered, to the Indenture Trustee, the Agent and the Noteholders a report in substantially the form of Exhibit E hereto demonstrating that an Excess Amount exists (an "Excess Amount Payment Report"), demonstrating that the Collateral Coverage Requirement is satisfied on such date, and stating the amount of the Excess Amount as of such date, the amount of funds on deposit in the Reimbursement Account on such date, the amount of the Expense Reserve for the next upcoming Payment Date, and the amount to be paid to the Issuer pursuant to this Section 2.09(d). The Indenture Trustee shall be entitled to carry out its respective duties hereunder or under rely conclusively on any such Excess Amount Payment Report. The Excess Amount Payment Report on any Funding Date may be part of the Trust Agreement or permitting related Funding Date Report, and no report separate from the Funding Date Report shall be required for an Excess Amount payment that is to be made on a Funding Date. If the Funding Date Report states that the Collateral Coverage Requirement is satisfied, then the Indenture Trustee shall withdraw from the Reimbursement Account, and shall remit to carry out its duties under the Issuer, cash in an amount requested by the Issuer up to the Excess Amount. For purposes of this Section 2.09(d), to the extent the Indenture Trustee receives P&I Advance Reimbursement Amounts later than 2:00 PM Eastern time on a Business Day, such funds shall be deemed to have been received on the following Business Day. Notwithstanding the foregoing, no payment in respect of the Excess Amount shall be made during the period from the end of a Collection Period through the Payment Date occurring in the following month.
(e) Upon the satisfaction and discharge of this Indenture pursuant to Section 3.01 of this Indenture, the Indenture Trustee shall pay to the Issuer all amounts, if any, held by it remaining as part of the Trust Estate.
Appears in 1 contract
Samples: Indenture (Oakwood Homes Corp)
Accounts. Schedule 8.5 hereof sets forth, as of the date hereof, (ai) The Servicer shall establishfor SPV, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (each Person by which shall initially be the there is maintained, or with which there is maintained, any Deposit Account or Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementwhich any of Subscriber Funds, Investments or the Indenture and proceeds thereof, or any SPV Funds, SPV Investments or the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2proceeds thereof are maintained, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, together with the Indenture Trustee’s assistance as necessary, promptly (title and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number of each such Deposit Account or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes Servicer, the name of Section 2.8(a)(xii) each Person by which there is maintained, or with which there is maintained, any Deposit Account in which any funds related to or proceeds of accounts receivable or other assets arising from or related to the Business or Electronic Commerce Services Division and in which Servicer has granted Bank a security interest under the Servicer Security Agreement are received, together with the title and account number of each such Deposit Account or Securities Account. Except for the Amended and Restated Loan and Security Agreement by and among KeyBank, Parent, and CheckFree Investment Corporation dated as of December 30, 1999, which shall be terminated prior to the commencement of the IndentureServices set forth in this Agreement, neither SPV nor Servicer has entered into any agreement with any other Person granting, conveying or transferring to such Person any rights in or control of any Deposit Account or Securities Account set forth on Schedule 8.5 or cash or financial assets maintained therein. SPV shall not have any other accounts other than the DDA, the “Regular Principal Distributable Amount” for such Distribution Date Deposit Accounts and the Securities Accounts described on Schedule 8.5 as of the Agreement Date. Servicer shall not have any other accounts in which any funds related to or proceeds of Subscriber Funds or any accounts receivable or other assets arising from or related to the Business or the Electronic Commerce Services Division and in which Servicer has granted a security interest to Bank pursuant to the Servicer Security Agreement are deposited, other than the Deposit Accounts and Securities Accounts described on Schedule 8.5 as of the Agreement Date; provided, however that Parent or Servicer may maintain a deposit, investment or overnight investment account (collectively, the "Sweep Account") not otherwise listed in Schedule 8.5 into which all monies derived from the accounts receivable of the Electronic Commerce Services Division may be swept, prior to notice by Bank under the Control Agreements, and in which Bank shall not be granted a security interest pursuant to the Servicer Security Agreement. Moreover, any security interest that Bank may have in the funds in the Deposit Accounts listed in Schedule 8.5 shall be equal terminated once such funds are transferred to the amount necessary Sweep Account as permitted hereunder. All cash, checks, drafts or similar items of payment relating to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates constituting payments made in respect of accounts receivable arising from or related to the Total Servicing Fee owing Business or the Electronic Commerce Services Division or other assets in which Servicer has granted a security interest to Bank pursuant to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing DateSecurity Agreement, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts deposited only in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf one of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date's accounts described on Schedule 8.5.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer shall establish, on On or before the Closing Date, and maintain in the name date of the Indenture Trustee at an Eligible Institution first Loan, the Borrower shall establish with the Custodian as Securities Intermediary (i) a securities account (the “Collateral Account”) to which all Portfolio Assets will be credited, (ii) a securities account, which shall initially be a subaccount of the Securities IntermediaryCollection Account, into which all interest proceeds from the Portfolio Assets and other Interest Collections will be deposited (the “Interest Collection Account”), (iii) a segregated trust account designated as securities account, which shall be a subaccount of the Collection Account Account, into which all principal proceeds received in connection with the Portfolio Assets (including any repayments or prepayments of principal and amounts received in connection with any sale, termination or other dispositions thereof up to the outstanding principal amount thereof) and other principal proceeds will be deposited (the “Principal Collection Account” and, together with the Interest Collection Account, the “Collection Account”). The Collection Account shall be held in trust for , (iv) a securities account (the benefit of “Trust Account”) into which all cash received by the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals Borrower from the equity contributions made by the Equityholder, all Loan proceeds and any amounts transferred from the Principal Collection Account in accordance with this Agreement, the Indenture Principal Priority of Payments will be deposited and (v) a securities account (the Trust Agreement. All monies “OC Ratio Posting Account”) into which funds related to OC Ratio Posting Payments shall be deposited from time to time in the Collection Account pursuant to this Agreement Section 6. The Accounts shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided maintained in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, accordance with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection AccountControl Agreement.
(b) The Servicer shall establish, on only permitted withdrawal from or before application of assets credited to the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Collateral Account shall be held to deliver such assets in trust for connection with a sale, termination, repayment or other disposition of such asset against payment or exchange. Any cash payment received in connection with any such disposition shall be deposited into the benefit Collection Account or paid to the Administrative Agent on behalf of the Noteholders. The Note Payment Account Lenders as provided herein, and any non-cash asset received in exchange shall be under credited to the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Collateral Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountpromptly.
(c) The Servicer Borrower (or the Collateral Manager on behalf of the Borrower) shall establishinstruct each obligor under the Portfolio Assets (or, with respect to any Agented Asset, the paying agent) to deliver all proceeds in respect of the Borrower Collateral to the Collection Account. The Borrower shall (or shall cause the Collateral Manager to), on or before the Closing Datea daily basis (on each Business Day), and maintain identify collections received in the name Collection Account on the second prior Business Day in connection with the Portfolio Assets as either Principal Collections or Interest Collections and notify the Custodian of such determination. The Borrower (or the Collateral Manager on behalf of the Indenture Trustee at an Eligible Institution Borrower) shall cause all Principal Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (which shall initially be but in any event no later than one Business Day following receipt thereof) transferred by the Securities Intermediary) a segregated trust account designated as Custodian to the “CarMax Auto Owner Trust 2024-1 Trust Principal Collection Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for Borrower (or the benefit Collateral Manager on behalf of the CertificateholdersBorrower) shall cause all Interest Collections received on behalf of the Portfolio Assets in the Collection Account to be promptly (but in any event no later than one Business Day following receipt thereof) transferred by the Custodian to the Interest Collection Account. The Certificate Payment Account shall be under the sole dominion and control only permitted withdrawal from or application of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts funds on deposit in the Certificate Payment Collection Account, Principal Collection Account or Interest Collection Account shall be to make payments expressly provided for in this Agreement or, to transfer funds to the Trust Account in connection with a Reinvestment pursuant to Section 5(b) or to make a Permitted Distribution on any Business Day pursuant to the requirements set forth in the definition thereof.
(d) The only permitted withdrawals from or application of funds on deposit in the Trust Account shall be to either (i) make prepayments on outstanding Loans in accordance with Section 2(h) or other payments expressly provided for in this Agreement or (ii) purchase Assets.
(e) The only permitted withdrawals from or application of funds on deposit in the OC Ratio Posting Account shall be in accordance with Section 6 hereof.
(f) With the prior written consent of the Administrative Agent (not be invested. If the Certificate Payment Account is no longer to be maintained at unreasonably withheld or delayed), the Collateral Manager may direct the Custodian and the Securities Intermediary to withdraw from the Collection Accounts and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Securities Intermediary, the Servicer shall, with Borrower and each Lender a report setting forth the Indenture Trustee’s assistance as necessary, promptly (calculation of such Excluded Amounts in form and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due substance reasonably satisfactory to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account Administrative Agent and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)each Lender.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Accounts. (a) The Servicer shall establishEach Borrower hereby represents and warrants to the Agent and the Lenders, on or before the Closing Datewith respect to such Borrower's Accounts, that: (i) each existing Account represents, and maintain each future Account will represent, a BONA FIDE sale or lease and delivery of goods by such Borrower, or rendition of services by such Borrower, in the name ordinary course of such Borrower's business; (ii) each existing Account is, and each future Account will be, for a liquidated amount payable by the Account Debtor thereon on the terms set forth in the invoice therefor or in the schedule thereof delivered to the Agent, without any offset, deduction, defense, or counterclaim except those known to such Borrower and disclosed to the Agent and the Lenders to the extent required pursuant to this Agreement; (iii) no payment will be received with respect to any Account, and no credit, discount, or extension, or agreement therefor will be granted on any Account, except in the ordinary course of the Indenture Trustee at an Eligible Institution (which shall initially be Borrowers' business when no Event of Default exists hereunder and, to the Securities Intermediary) a segregated trust account designated extent required hereunder, as reported to the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, Agent and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Lenders in accordance with this Agreement, ; (iv) each copy of an invoice delivered to the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall Agent by such Borrower will be held by the Indenture Trustee as part a genuine copy of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant original invoice sent to the first sentence Account Debtor named therein; and (v) all goods described in any invoice representing a sale of Section 4.2, all amounts held in the Collection Account shall, goods will have been delivered to the extent permitted by applicable law, rules Account Debtor and regulations, be invested, as directed all services of such Borrower described in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountinvoice will have been performed.
(b) The Servicer No Borrower shall establishre-date any invoice or sale or make sales on extended dating beyond that customary in such Borrower's business or extend or modify any Account, on or before the Closing Date, and maintain except in the name ordinary course of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit Borrowers' business when no Event of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be investedDefault exists hereunder. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee a Borrower becomes aware of any change in matter adversely affecting the account number collectibility of any Account or location of the Note Payment AccountAccount Debtor therefor involving an amount greater than $250,000, including information regarding the Account Debtor's creditworthiness, such Borrower will promptly so advise the Agent.
(c) The Servicer No Borrower shall establish, on accept any note or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution other instrument (which shall initially be the Securities Intermediary) except a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust check or other instrument for the benefit immediate payment of money) with respect to any Account without the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be investedAgent's written consent. If the Certificate Payment Agent consents to the acceptance of any such instrument, it shall be considered as evidence of the applicable Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee payment thereof and the Owner Trustee of any change applicable Borrower will promptly deliver such instrument to the Agent, endorsed by such Borrower to the Agent in a manner satisfactory in form and substance to the account number or location of the Certificate Payment AccountAgent.
(d) If, on any Distribution Date, Without limiting the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as obligation of the day preceding such Distribution Date, (ii) Borrowers to disclose ineligible Accounts on the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application Borrowing Base Certificates delivered pursuant to Section 2.8(a) 6.6, each Borrower shall notify the Agent promptly of all disputes and claims in excess of $250,000 with any Account Debtor, and agrees to settle, contest, or adjust such dispute or claim at no expense to the Agent or any Lender. No discount, credit or allowance shall be granted to any such Account Debtor without the Agent's prior written consent, except for discounts, credits and allowances made or given in the ordinary course of the Indenture on such Distribution Date (except that (i) Borrowers' business when no distribution will be made to Event of Default exists hereunder. The applicable Borrower shall send the Reserve Agent a copy of each credit memorandum in excess of $250,000 as soon as issued. The Agent may at all times when an Event of Default exists hereunder, settle or adjust disputes and claims directly with Account pursuant to Section 2.8(a)(xi) of Debtors for amounts and upon terms which the IndentureAgent or the Required Lenders, (ii) for purposes of Section 2.8(a)(xii) of the Indentureas applicable, shall consider advisable and, in all cases, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to Agent will credit the amount necessary to pay Loan Account with the principal amount net amounts received by the Agent in payment of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)Accounts.
(e) On or before If an Account Debtor returns any Inventory to a Borrower when no Event of Default exists, then such Borrower shall promptly determine the Closing Datereason for such return and shall issue a credit memorandum to the Account Debtor in the appropriate amount. The Borrowers shall immediately report to the Agent any return involving an amount in excess of $250,000. Each such report shall indicate the reasons for the returns and the locations and condition of the returned Inventory. In the event any Account Debtor returns Inventory to the Borrowers when an Event of Default exists, the Servicer shall cause Borrowers, upon the Indenture Trustee to establish and maintain, in the name request of the Indenture TrusteeAgent, a settlement account which will be used to facilitate shall: (i) hold the wire transfer returned Inventory in trust for the Agent; (ii) segregate all returned Inventory from all of its other property; (iii) dispose of the offering proceeds returned Inventory solely according to the Agent's written instructions; and (iv) not issue any credits or allowances with respect thereto without the Agent's prior written consent. All returned Inventory shall be subject to the Agent's Liens thereon. Whenever any Inventory is returned, the related Account shall be deemed ineligible to the extent of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed amount owing by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust Account Debtor with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, respect to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.such returned Inventory
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Accounts. (a) The Servicer shall establish, on or before Prior to the Closing Date there shall have been established (i) the Ford Credit Deposit Account, pursuant to which Ford Credit has agreed to deposit collections on the Ford Credit Receivables, as more specifically described in the Ford Credit Servicing Agreement and (ii) a Huntington Deposit Account, pursuant to which Huntington shall deposit collections on the Huntington Receivables, as more specifically described in the Huntington Purchase and Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution. On the second Business Day prior to each Payment Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust withdraw from each such deposit account designated as for deposit into the Collection Account (the “Available Collections for the related Collection Account”)Period. The Collection Account All monies owned by the Issuer deposited from time to time in the foregoing deposit accounts shall be held in trust by the Depository Institution for the benefit of the NoteholdersNoteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by the Seller or other third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates.
(b) The Indenture Trustee shall, prior to the Closing Date, cause to be established and maintained two Eligible Deposit Accounts in the name "Wells Fargo Bank, National Association, as Indenture Trustee and ax xxxured party for GS Auto Loan Trust 2004-1", initially at the corporate trust department of the Indenture Trustee, which shall be designated as the "Collection Account" and the Certificateholders"Principal Distribution Account," respectively. The Collection Account and the Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided. In addition, however, the Collection Account and the Principal Distribution Account shall be established and maintained at an institution which agrees in writing that for so long as the Servicer may make deposits to and direct Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee in writing to make withdrawals from without further consent of the Collection Account in accordance with this Agreement, the Indenture and the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement and the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Indenture Secured Parties and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account and the Principal Distribution Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all All amounts held in the Collection Account and the Principal Distribution Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank depository institution or trust company then maintaining the Collection Account and the Principal Distribution Account in specified Permitted Investments that mature not later than the second Business Day preceding immediately prior to the Distribution Payment Date following (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account or the Principal Distribution Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with corporate trust department of the Indenture Trustee’s assistance , the Indenture Trustee shall cause an Eligible Deposit Account to be established as necessarythe Collection Account or Principal Distribution Account, promptly (and in any case as applicable, within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account).
(bc) [Reserved].
(d) The Servicer shall establishIndenture Trustee shall, on or before prior to the Closing Date, cause an Eligible Deposit Account to be established and maintain maintained, in the name "GS Auto Loan Trust 2004-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment "Certificate Distribution Account”)". The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Certificate Distribution Account shall be under the sole dominion and control of the Indenture Owner Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the IndentureBasic Documents. The amounts on deposit in In the Note Payment Account shall not be invested. If event that the Note Payment Certificate Distribution Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with corporate trust department of the Indenture Trustee’s assistance , the Indenture Trustee shall cause an Eligible Deposit Account to be established as necessary, promptly (and in any case the Certificate Distribution Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and shall give written notice of the Note Payment Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountTrustee.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Gs Auto Loan Trust 2004-1)
Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Securities Intermediary) a segregated trust account designated benefit of the Noteholders and the Note Insurer, as the Collection Account (the “Collection Account”)their interests may appear. The Collection Account shall be held in trust for a segregated account established with the benefit of the Noteholders, Collection Account Depository and the Certificateholders. The Collection Account remaining foregoing Accounts and funds shall be under segregated accounts established with the sole dominion and control Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided that amounts paid under the Note Guaranty Insurance Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which JPMorgan Chase Bank or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to be used. The Indenture Trustee shall not be responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investments prior to its stated maturity or the failure of the Administrator to provide written directions. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such Account; provided, however, that the Servicer may make deposits to and direct on each Transfer Date, the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts received as earnings on deposit or income from any investments or reinvestments of funds in the Reserve Account on such Distribution Date from the Reserve Account Accounts to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant Revenue Fund prior to Section 2.8(a) making any of the Indenture on such Distribution Date (except that (itransfers or payments referred to in Section 5.05(c) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)hereof.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. (a) 11.1 The Servicer Portfolio Account initially shall establishconsist of cash, on or before stocks, bonds, securities, funds and other investments of the Closing DateClient plus all investments, reinvestments and proceeds of the sale thereof, and maintain all dividends, interests and earnings thereon, and all appreciation thereof and additions thereto, if any. The Client shall provide the Portfolio Manager with seven days’ prior written notice of any withdrawals from the Account.
11.2 The Portfolio Manager is hereby authorized to give instructions to the Custodian with respect to the consummation of transactions on behalf of the Client in the name Assets of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the CertificateholdersCustodian is hereby authorized to act in response to instructions given by the Portfolio Manager. Nothing contained herein shall be deemed to authorize or require the Portfolio Manager to take or receive possession of, or otherwise perform any custodial duties with respect to any of the Assets of the Account.
11.3 If the Portfolio Manager invests in Derivatives, it shall ensure that the exposure of the Client as a result of such transactions does not exceed the investment amount.
11.4 The cash accepted by the Portfolio Manager for management under this Agreement shall be credited to a bank account with a scheduled commercial bank. The Collection Account shall be under the sole dominion and control details of the Indenture Trustee; providedparticipation amount received, howeverinvestments and/or disinvestments made and all credits to the account by way of accruals, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementaccretions, the Indenture and the Trust Agreement. All monies deposited benefits, allotments, calls, refunds, returns, privileges, entitlements, substitutions and/or replacements or any other beneficial interest including dividends, interests, rights, bonus received from time to time as well as debits shall be reflected in the Collection Account pursuant to this Agreement Client’s account.
11.5 The books of accounts and other records of the Portfolio Manager shall be held audited annually by its independent auditors appointed by the Indenture Trustee Portfolio Manager who shall ensure that the Portfolio Manager follows proper systems and procedures as part well as complies with the relevant SEBI guidelines in this regard. The Client shall at its own cost, be entitled to obtain details of his/her/its Account from the Portfolio Manager. The Client shall also be entitled to get the books of account of the Trust Property Portfolio Manager relating to transactions in his/her/ its Account audited by a chartered accountant appointed by him/her/it. For the purposes of such audit, the Client shall have access to relevant and material documents pertaining to his/her/its transactions and the cost of such audit shall be applied as provided in this Agreementborne by the Client. All deposits The Client shall have right to and withdrawals from inspect the Collection Account shall be made only upon books of accounts including the terms and conditions contract notes, trades, trial balance, portfolio of his/her/its account during the business hours on any business day at the address of the Transaction Documents. If the Servicer is required Portfolio Manager mentioned above.
11.6 The Client shall have access to remit collections on a daily basis pursuant books of accounts relating to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing his/her/its transactions maintained by the Servicer, by Portfolio Manager. As and when the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment facility is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediaryavailable, the Servicer shallClient shall also be provided with a secret password / code number to enable him/her/it to access information on his/her/its portfolio of investment, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institutionvaluation etc. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate on the wire transfer web site of Portfolio Manager exclusively for the Client. It shall be the sole responsibility of the offering proceeds of the Notes Client to keep his/her/its password confidential and any misuse thereof would be on the Closing Date. Clients’ account and at his/her/its sole risks as to costs and consequences.
11.7 The Indenture Trustee Portfolio Manager shall deposit and distribute amounts in such settlement furnish a statement of account on or before a monthly basis and a valuation report to the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing DateClient, at monthly resets as defined.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. The following provisions shall apply to all accounts included in the Collateral and all accounts arising from the sale of inventory included in the Collateral:
(a) The Servicer shall establishEach account and all papers and documents relating thereto are genuine and in all respects what they purport to be; (b) each account is valid and subsisting and arises out of a bona fide sale of goods sold and delivered to, on or before out of and for services theretofore actually rendered by Debtor to, the Closing Dateaccount debtor named in the account or other bona fide transaction; (c) the amount of the account represented as owing is the correct amount actually and unconditionally owing except for normal cash discounts and is not subject to any setoffs, credits, defenses, or countercharges; and (d) Debtor is the owner thereof free and clear of any charges, liens, security interests, adverse claims, and maintain encumbrances of any and every nature whatsoever. Lender shall have the right in its own name or in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust Debtor, whether before or after default, to require Debtor forthwith to transmit all proceeds of collection of accounts to Lender; to notify any and all account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit debtors to make payments of the Noteholdersaccounts directly to Lender; to demand, collect, receive, receipt for, sue for, compound, and the Certificateholders. The Collection Account shall be under the sole dominion give acquittal for, any and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in due ox xo become due on the Collection Account shall, accounts and to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in endorse the name of the Indenture Trustee at Debtor on all commercial paper given in payment or part payment thereof; and in Lender's discretion, to file any claim or take any other action or proceeding that Lender may deem necessary or appropriate to protect and preserve and realize upon the accounts and related Collateral. Unless and until Lender elects to collect accounts, and the privilege of Debtor to collect accounts is revoked by Lender in writing, Debtor shall continue to collect accounts, account for same to Lender, shall not commingle the proceeds of collection of accounts with any funds of the Debtor, and shall deposit such proceeds in an Eligible Institution (account with Lender. In order to assure collection of accounts in which Lender has an interest hereunder, Lender may notify the post office authorities to change the address for delivery of mail addressed to Debtor to such address as Lender may designate, open and dispose of such mail, and receive the collections of accounts included therewith. Lender shall initially be have no duty or obligation whatsoever to collect any account or to take any other action or preserve or protect the Securities Intermediary) a segregated trust Collateral; however, should Lender elect to collect any account designated as or take possession of the Note Payment Account (the “Note Payment Account”). The Note Payment Account Collateral, Debtor releases Lender from any claim or claims for loss or damage arising from any act or omission in connection therewith, and costs of collection incurred by Lender shall be held in trust for the benefit an obligation secured hereby and constitute a portion of the NoteholdersObligations. The Note Payment Account Upon request by Lender, whether before or after default, Debtor shall be under take such action and execute and deliver such documents as Lender may reasonably request in order to identify, confirm, mark, segregate, and assign accounts and to evidence Lender's interexx xn same. Without limiting the sole dominion foregoing, Debtor, upon request, agrees to assign accounts to Lender, identify and control mark accounts as being subject to the security interest (or pledge ox xxsignment as applicable) granted hereby, mark Debtor's books and records to reflect such assignments, and forxxxxth to transmit to Lender in the form as received by Debtor any and all proceeds of collection of such accounts. Debtor will deliver to Lender, prior to the Indenture Trustee; provided15th day of each month, howeveror with such other frequency as Lender may request, that the Servicer a written report in form and content satisfactory to Lender, showing a listing and aging of accounts and such other information as Lender may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited request from time to time in time. Debtor shall immediately notify Lender of the Note Payment Account pursuant assertion by any account debtor of any setoff, defense, or claim regarding an account or any other matter adversely affecting an account. Returned or repossessed goods arising from or relating to this Agreement and any accounts included within the Indenture shall Collateral shall, if requested by Lender, be held by the Indenture Trustee as part of the Trust Property separate and shall be applied as provided in this Agreement and the Indentureapart from any other property. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establishDebtor, on or before the Closing Daterequest by Lender, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing but not less than 51% of the Note Balance of the Controlling Classweekly even though no request has been made, shall report to instruct the Indenture Trustee Lender identifying information with respect to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee any such goods relating to carry out its respective duties hereunder or accounts included in transactions under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturethis Agreement.
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Accounts. (a) The Servicer Trustee shall establishestablish the Collection Account, on or before the Closing Date, Funding Account and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Collection Account, the Funding Account and the Certificate Payment Account shall be under segregated trust accounts established with the sole dominion and control trust department of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify establish the Indenture Trustee and Lock-Box Account pursuant to the Owner Trustee of any change in Servicing Agreement. The Lock- Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be an Eligible Institution, by the account number or location Servicer for the sole benefit of the Certificate Payment AccountTrust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the foregoing Accounts shall be Eligible Accounts.
(db) If, on any Distribution Date, the aggregate amount on deposit Amounts held in the Collection Account, the Certificate Account and the Reserve Funding Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid shall be invested by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at upon the written direction of the Holders Seller, in Eligible Investments. Any such investment in the Certificate Account or the Funding Account shall mature no later than (i) one Business Day before the Distribution Date (or Funding Date with respect to the Funding Account), next succeeding the date of investment or, (ii) in the Notes evidencing not less than 51% case of the Note Balance of the Controlling Classmoney market fund investments, to instruct the Indenture Trustee to make withdrawals and payments from on such Distribution Date. Any such investment in the Collection Account shall mature not later than two Business Days before such Distribution Date. Any written investment direction by the Seller shall certify that any such investment is authorized by this Section 5.01. The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Certificate Account, the Note Payment Account, the Reserve Collection Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Funding Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be credited to and all losses borne by the Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to carry out its respective duties hereunder regulations substantially similar to 12 C.F.R. SEC 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the direction of the Seller or any loss resulting therefrom.
(c) The Servicer has appointed Wells Fargo Bank, N.A., as the initial Lock-Box Xxxxunt Depository under the Servicing Agreement. All funds of the Trust Agreement or permitting held by a Lock-Box Account Depository are and shall remain the Indenture Trustee to carry out its duties under property of the IndentureTrust.
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Samples: Pooling and Servicing Agreement (Aegis Consumer Funding Group Inc)
Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party for USAA Auto Owner Trust 2008-2”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The documentation pursuant to which the Collection Account will be established and maintained specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are outstanding (i) to the extent the Collection Account is a securities account, it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer and (ii) to the Trust Agreementextent the Collection Account is a deposit account, it will comply with instructions directing disposition of funds in the account originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than so that funds will be available by 11:00 a.m., New York City time, on the Business Day preceding the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days or such longer period not to exceed thirty Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause and give written notice of the Note Payment Account location and account number of such account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountTrustee.
(cb) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party for USAA Auto Owner Trust 2008-2”, initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Principal Distribution Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make deposits to withdrawals from the Certificate Payment Principal Distribution Account in accordance with this Agreement the terms of the Basic Documents. The documentation pursuant to which the Principal Distribution Account will be established and maintained specifies New York law as the Indenture governing law. In addition, the Principal Distribution Account shall be established and may direct maintained at an institution which agrees in writing that for so long as the Notes are outstanding (i) to the extent the Collection Account is a securities account, it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer and (ii) to make withdrawals from the Certificate Payment extent the Principal Distribution Account is a deposit account, it will comply with instructions directing disposition of funds in accordance with this Agreement and the Trust Agreementaccount originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the Certificate Payment Principal Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property Property. All deposits to and withdrawals from the Principal Distribution Account shall be applied as provided in this Agreement made only upon the terms and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location conditions of the Certificate Payment AccountBasic Documents.
(dc) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)[Reserved].
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. The Indenture Trustee shall establish the Issuance Fund, the Revenue Fund, the Reserve Fund, the Pre-Funding Account and the Collection Account (acollectively, the "Accounts") The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Securities Intermediary) a segregated trust account designated benefit of the Noteholders and the Note Insurer, as the Collection Account (the “Collection Account”)their interests may appear. The Collection Account shall be held in trust for a segregated account established with the benefit of the Noteholders, Collection Account Depository and the Certificateholders. The Collection Account remaining foregoing Accounts and funds shall be under segregated accounts established with the sole dominion and control Corporate Trust Office of the Indenture Trustee. Each Account shall be an Eligible Account; provided, that if an Account ceases to be an Eligible Account, all funds in such Account shall be deposited into an Eligible Account within 30 days of the date an Authorized Officer of the Indenture Trustee first has knowledge of, or receives written notice of, the fact that an Account is no longer an Eligible Account. Amounts held in the Accounts (other than the Collection Account) shall be invested by the Indenture Trustee, upon the written direction of the Administrator, in Eligible Investments; provided, that amounts paid under the Note Guaranty Insurance Policy shall not be invested. Each investment shall mature no later than the applicable Transfer Date, except that investments in funds or accounts under which Welxx Xxrgo Bank Minnesota, National Association or an Affiliate thereof is the investment adviser or the investment manager may be held until the date on which funds are intended to be used. The Indenture Trustee shall not be responsible for any losses incurred on any such investments unless the Indenture Trustee or an Affiliate thereof is the obligor under such investments. Any written investment direction from the Administrator shall certify that any such investment is authorized by this Section 5.01 and is an Eligible Investment. All amounts received as earnings on or income from any investments or reinvestments of funds in any Account shall be credited to such Account; provided, however, that the Servicer may make deposits to and direct on each Transfer Date, the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts received as earnings on deposit or income from any investments or reinvestments of funds in the Reserve Account on such Distribution Date from the Reserve Account Accounts to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant Revenue Fund prior to Section 2.8(a) making any of the Indenture on such Distribution Date (except that (itransfers or payments referred to in Section 5.05(c) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)hereof.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. (a) The On or prior to the Effective Date, the Servicer shall establish, on or before the Closing Date, and maintain establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3. If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with notice to the Servicer and, the Administrative Agent and, each Lender (via the Collateral Agent’s Website), and Morningstar (via email at XXXXxxxxxxxxx@xxxxxxxxxxx.xxx)), then the Servicer shall transfer such account to another institution such that such account shall meet the requirements of an Eligible Account. Except as set forth below and the proviso hereof, amounts on deposit in the Unfunded Exposure Account may be withdrawn by the Borrower or the Servicer (i) to fund any draw requests of the relevant Obligors under any Variable Funding Asset included in the Collateral as of such date, or (ii) to make a deposit into the Collection Account as Principal Collections if, after giving effect to such withdrawal, the aggregate amount on deposit in the Unfunded Exposure Account plus, solely during the Revolving Period, the undrawn portion of the Commitments available to be drawn hereunder, is equal to or greater than the Aggregate Unfunded Amount; provided that, notwithstanding the foregoing, upon an event described in Section 2.2(c) (as notified by the Administrative Agent to the Collateral Custodian), amounts on deposit in the Unfunded Exposure Account may only be withdrawn with the consent of the Administrative Agent (in its sole discretion). Following the Facility Termination Date, any draw request made by an Obligor under a Variable Funding Asset included in the Collateral as of such date, along with wiring instructions for the applicable Obligor, shall be forwarded by the Servicer to the Collateral Custodian (with a copy to the Administrative Agent and each Lender (via the Collateral Agent’s Website)) along with an instruction to the Collateral Custodian to withdraw the applicable amount from the Unfunded Exposure Account and a certification that the conditions to fund such draw are satisfied, and the Collateral Custodian shall, subject to the proviso in the immediately above paragraph, fund such draw request in accordance with this Agreementsuch instructions from the Servicer. Following the end of the Revolving Period, if the Borrower shall receive any Principal Collections from an Obligor with respect to a Variable Funding Asset included in the Collateral as of such date and, as of the date of such receipt (and after taking into account such repayment), the Indenture aggregate amount on deposit in the Unfunded Exposure Account is less than the Aggregate Unfunded Amount (the amount of such shortfall, in each case, the “Unfunded Exposure Shortfall”), the Servicer shall direct the Collateral Custodian to and the Trust Agreement. All monies deposited from time to time in Collateral Custodian shall deposit into the Collection Unfunded Exposure Account pursuant to this Agreement shall be held by the Indenture Trustee as part an amount of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant such Principal Collections equal to the first sentence lesser of Section 4.2, all (a) the aggregate amount of such Principal Collections and (b) the Unfunded Exposure Shortfall.
(b) All amounts held in the Collection any Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Laws, be investedinvested by the Collateral Agent, as directed by the Servicer in writing by (or, if the ServicerServicer fails to provide such direction, by such amounts shall be invested in investments described in clause (d) of the bank or trust company then maintaining the Collection Account definition of Permitted Investments), in Permitted Investments that mature (i) with respect to the Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Period during to which such amounts relate and (ii) with respect to the Unfunded Exposure Account, on the immediately following Business Day. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit Collateral Agent on behalf of the NoteholdersSecured Parties, and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. The Note Payment If any amounts are needed for disbursement from the Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be under the sole dominion and control sold or otherwise converted to cash a sufficient amount of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee investments in writing such account to make withdrawals from the Note Payment Account such disbursement in accordance with and upon the written direction of the Servicer or, if the Servicer shall fail to give such direction, the Administrative Agent. The Collateral Agent shall, upon written request, provide the Administrative Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Servicer or the Administrative Agent, as applicable, to timely provide investment instruction or disposition instruction, as applicable, to the Collateral Custodian. The Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using Affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement Agreement.
(c) Neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Account, except to the extent explicitly set forth herein. Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the Indentureincome thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All monies interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a).
(d) The Equityholder may, from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower. All such amounts will be included in each applicable compliance calculation under this Agreement Agreement, including, without limitation, calculation of the Borrowing Base and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountMinimum Equity Test.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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Accounts. (a) The Servicer On or prior to the date hereof, the Borrower shall establishcause to be established and shall thereafter maintain the Master Collection Account and an Operating Account, on or before each of which shall be subject to the Closing Date, and maintain in the name control of the Indenture Trustee at Collateral Agent pursuant to an Eligible Institution (Account Control Agreement. Each Subsidiary of the Borrower shall cause to be established and shall maintain an Operating Account and a Collection Account, each of which shall initially be subject to the Securities Intermediary) a segregated trust account designated as control of the Collateral Agent pursuant to an Account Control Agreement. All Collections and other proceeds of Collateral shall be deposited directly into each Collection Account (the “Collection Account”)and Collections and such proceeds shall not be deposited into any other accounts, except as permitted herein. The All Collections deposited into each Collection Account shall be swept into the Master Collection Account on a daily basis. All Collections and proceeds of Collateral shall be held in trust for the benefit of Collateral Agent on behalf of the NoteholdersSecured Parties until deposited into the Master Collection Account for application pursuant to Section 2.12.
(b) Borrower will, and will cause each Subsidiary to, instruct and cause Payment Processor and each of their customers to deposit all Collections directly into the Certificateholdersapplicable Collection Account. The Borrower and each Subsidiary acknowledges and agrees that the funds on deposit in each Collection Account shall be under and in the sole dominion and control Master Collection Account are collateral security for the Obligations secured thereby. Without the prior written consent of the Indenture Trustee; providedAdministrative Agent, howeverBorrower and each Subsidiary shall not change such instructions or otherwise permit such instructions to be changed. Borrower and each Subsidiary shall not establish or maintain any other Deposit Accounts or Securities Accounts other than the applicable Deposit Accounts listed on Appendix E, without the consent of the Administrative Agent. Borrower and each Subsidiary acknowledge and agree that upon the Servicer may make deposits to occurrence and direct during the Indenture Trustee continuance of an Event of Default funds in writing to make withdrawals from the Master Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall may be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account2.12(c).
(bc) The Servicer Other than as expressly provided herein, no Credit Party may withdraw any funds, or permit any funds to be withdrawn, from the Master Collection Account, any Collection Account, Recycle Reserve Account, or Wind-Down Reserve Account without the prior written consent of the Administrative Agent. Any deposit made into the Recycle Reserve Account hereunder shall establish, on or before the Closing Datebe irrevocable, and maintain the amount of such deposit and any money, instruments, investment property or other property on deposit in, carried in or credited to the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Recycle Reserve Account (the “Note Payment Account”). The Note Payment Account hereunder and all interest thereon shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property Collateral Agent and shall be applied solely as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountherein.
(d) IfSo long as no Default or Event of Default then exists, on any Distribution Datepromptly upon Borrower’s written request to Collateral Agent, Collateral Agent shall direct the aggregate amount Account Bank to release the funds on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Recycle Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant Borrower to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advancespurchase additional Eligible Assets from an Underlying Business Seller pursuant to an Underlying Business Acquisition Agreement, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)provided such purchase shall not create a Borrowing Base Deficiency.
(e) On or before So long as (i) no Event of Default then exists and (ii) the Closing DatePortfolio Debt to Free Cash Flow Ratio is less than 5.00:1.00 for the immediately preceding three consecutive calendar months, the Servicer Wind- Down Required Reserve Amount shall cause be equal to $0, and promptly upon Borrower’s written request to Collateral Agent, Collateral Agent shall direct the Indenture Trustee Account Bank to establish and maintain, release the funds on deposit in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Wind-Down Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureBorrower.
Appears in 1 contract
Samples: Credit Agreement (Healing Co Inc.)
Accounts. (a) The Servicer shall establishshall, on or before prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "The Chase Manhattan Bank as Indenture Trustee, as secured party from USAA Auto Owner Trust 2001-1", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “"Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders". The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreementthe terms of the Basic Documents. The Collection Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture and Trustee without further consent of the Trust AgreementIssuer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property and shall be applied as provided in this AgreementProperty. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Basic Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day preceding immediately prior to the Distribution Payment Date following for the Collection Period during to which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, promptly (and in any case cause an Eligible Deposit Account to be established as the Collection Account within ten (10) calendar days or such longer period not to exceed thirty Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent).
(b) cause The Servicer shall, prior to the Note Payment Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be moved to an Eligible Institutiondesignated as the "Principal Distribution Account". The Servicer shall promptly notify the Indenture Trustee Principal Distribution Account is established and the Owner Trustee of any change in the account number or location of the Note Payment Accountmaintained solely for administrative purposes.
(c) The Servicer shall establishshall, on or before prior to the Closing Date, cause an Eligible Deposit Account to be established and maintain maintained, in the name "USAA Auto Owner Trust 2001-1 Certificate Distribution Account", initially at the corporate trust department of the Indenture Trustee at an Eligible Institution (Owner Trustee, which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust "Certificate Distribution Account” (the “Certificate Payment Account”)". The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Distribution Account shall be under the sole dominion and control of the Indenture Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Distribution Account pursuant to this Agreement and the Indenture shall be held by the Indenture Owner Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust AgreementBasic Documents. The amounts on deposit in In the event that the Certificate Payment Account shall not be invested. If the Certificate Payment Distribution Account is no longer to be maintained at the Securities Intermediarycorporate trust department of the Owner Trustee, the Servicer shall, with shall cause an Eligible Deposit Account to be established as the Indenture Trustee’s assistance as necessary, promptly (and in any case Certificate Distribution Account within ten (10) calendar days Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the ). The Certificate Payment Distribution Account to will be moved established and maintained pursuant to an Eligible Institution. The Servicer shall promptly notify account agreement which specifies New York law as the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountgoverning law.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Usaa Federal Savings Bank Usaa Auto Owner Trust 2001-1)
Accounts. (a) The Servicer shall establish, on On or before prior to the Closing Date, and maintain the Servicer shall establish each Account in the name of the Indenture Trustee at an Eligible Institution (which Borrower and each Account shall initially be a segregated, non-interest bearing trust account established with the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account , who shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals forward funds from the Collection Account in accordance to the Collateral Agent upon its request for application by the Collateral Agent pursuant to Section 8.3(a). If at any time a Responsible Officer of the Collateral Agent obtains actual knowledge that any Account ceases to be an Eligible Account (with this Agreement, notice to the Indenture Servicer and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If Facility Agent), then the Servicer is required shall transfer such account to remit collections on a daily basis pursuant to another institution such that such account shall meet the first sentence requirements of Section 4.2, all an Eligible Account.
(b) All amounts held in the Principal Collection Account and the Interest Collection Account shall, to the extent permitted by applicable law, rules and regulationsApplicable Law, be investedinvested by the Collateral Agent, as directed by the Servicer in writing by (or, if the ServicerServicer fails to provide such direction, by the bank or trust company then maintaining the Collection Account such amounts shall remain uninvested), in Permitted Investments that mature with respect to the Principal Collection Account and the Interest Collection Account, not later than the one Business Day preceding prior to the Distribution Date following for the Collection Accrual Period during to which such amounts relate. Any such written direction shall certify that any such investment is madeauthorized by this Section 8.1. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such in Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) , and, except as specifically required below, such investments shall not be sold or disposed of prior to their maturity. If any amounts are needed for disbursement from the Principal Collection Account or the Interest Collection Account and sufficient uninvested funds are not available therein to make such disbursement, the Collateral Agent shall cause to be sold or otherwise converted to cash a segregated trust sufficient amount of the investments in such account designated as to make such disbursement in accordance with and upon the Note Payment written direction of the Servicer or, if the Servicer shall fail to give such direction, the Facility Agent. The Collateral Agent shall, upon written request, provide the Facility Agent with all information in its possession regarding transfer into and out of the Collection Account (including, but not limited to, the “Note Payment identity of the counterparty making or receiving such transfer). In no event shall the Collateral Agent be liable for the selection of any investments or any losses in connection therewith, or for any failure of the Servicer or the Facility Agent, as applicable, to timely provide investment instructions or disposition instructions, as applicable, to the Collateral Agent. To the extent agreed to by the Borrower or the Servicer, the Collateral Agent or the Collateral Custodian and their respective Affiliates shall be permitted to receive additional compensation that could be deemed to be in the Collateral Agent’s or the Collateral Custodian’s economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain of the Permitted Investments, (ii) using affiliates to effect transactions in certain Permitted Investments, and (iii) effecting transactions in certain investments. Such compensation shall not be considered an amount that is reimbursable or payable pursuant to this Agreement.
(c) Neither the Borrower nor the Servicer shall have any rights of direction or withdrawal, with respect to amounts held in any Account”, except to the extent explicitly set forth herein. Subject to the other provisions hereof, the Collateral Agent shall have sole Control (within the meaning of the UCC) over each Account and each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered to the Collateral Agent or its agent, together with each document of transfer, if any, necessary to transfer title to such investment to the Collateral Agent in a manner that complies with this Section 8.1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Accounts shall be deposited or transferred to the Collection Account and distributed pursuant to Section 8.3(a). For all U.S. federal income tax reporting purposes, all income earned on the funds invested and allocable to the Accounts is legally owned by the Borrower (and beneficially owned by the Borrower). The Note Payment Account Borrower is required to provide to Computershare Trust Company, N.A. in its capacity as Securities Intermediary (i) an IRS Form W-9 no later than the Closing Date and (ii) any additional IRS forms (or updated versions of any previously submitted IRS forms) or other documentation at such time or times required by Applicable Law or upon the reasonable request of the Securities Intermediary as may be necessary (a) to reduce or eliminate the imposition of U.S. withholding taxes and (b) to permit the Securities Intermediary to fulfill its tax reporting obligations under Applicable Law with respect to the Accounts or any amounts paid to the Borrower. The Borrower is further required to report to the Securities Intermediary any change in the legal or beneficial ownership of the income allocable to the Accounts. Computershare Trust Company, N.A., both in its individual capacity and in its capacity as Securities Intermediary, shall have no liability to the Borrower or any other person in connection with any tax withholding amounts paid, or retained for payment, to a governmental authority from the Accounts arising from the Borrower’s failure to timely provide an accurate, correct and complete IRS Form W-9 or such other documentation contemplated under this paragraph. For the avoidance of doubt, no funds shall be held in trust for invested with respect to such Accounts absent the benefit Securities Intermediary having first received (x) instructions with respect to the investment of such funds and (y) the Noteholders. forms and other documentation required by this paragraph.
(d) The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; providedEquityholder may, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in its sole discretion (x) deposit amounts into the Note Payment Principal Collection Account pursuant and/or (y) transfer Eligible Collateral Obligations as equity contributions to the Borrower. All such amounts will be included in each applicable compliance calculation under this Agreement Agreement, including, without limitation, calculation of the Borrowing Base and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountMinimum Equity Test.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Loan Financing and Servicing Agreement (SCP Private Credit Income BDC LLC)
Accounts. (a) The General Interest Trustee will establish and maintain with respect to the General Trust Assets a General Collection Account and such other bank accounts as may be directed in writing by the Initial Beneficiary (the "General Trust Accounts"). Each Portfolio Trustee will ---------------------- establish and maintain with respect to each Portfolio Interest such bank accounts as may be set forth in the applicable Portfolio Supplement ("Portfolio Accounts" and, together with the General Trust Accounts, the ------------------ "Trustee Accounts"). ----------------
(b) Except to the extent otherwise provided in the applicable Portfolio Supplement, all Trust expenses shall be paid by the Servicer (other than Liquidation Expenses and losses with respect to the Trust Assets). In the event of any failure of the Servicer to pay any expense of the Trust, such expense shall establish, on or before be paid as provided in Section 3.14 of the Closing DateServicing Agreement, and maintain if the funds available therein are insufficient to pay such liability or expense, then (i) to the extent that any such expense or liability shall be incurred or suffered with respect to any particular Portfolio Interest or General Interest Trustee or any Portfolio Trustee, such expense or liability shall be paid from the assets of that Portfolio Interest or General Interest and (ii) to the extent that any such expense or liability shall be incurred or suffered with respect to the Trust Assets generally, all Holders of the Trust shall bear the burden of such Trust expense or liability on a pro rata basis in the ratio of the aggregate --- ---- value of Trust Assets held in each of the respective Portfolio Assets and the General Trust Assets, as each is recorded on the books of the Trust to the total value of all Trust Assets. Any pro rata allocation of an expense --- ---- or liability among one or more of the Portfolio Assets or the General Trust Assets shall be made by the General Interest Trustee in good faith and so as not to disproportionately affect any of the Portfolio Assets or the General Trust Assets.
(c) All or a portion of the funds deposited into each General Trust Account shall be separately invested by the General Interest Trustee from time to time in Eligible Investments as directed in writing (which may be in the form of written confirmation of an oral direction) by the GI Servicer. All income or gain from investment of monies in each such General Trust Account shall be deposited upon receipt into such General Trust Account, and any loss resulting from any such investment shall be charged to such account, as the case may be. Each such investment shall be made in the name of the Indenture General Interest Trustee at or its nominee and shall be evidenced by an Eligible Institution (which shall initially be instrument or, in the Securities Intermediary) case of "book-entry" investments, registration on the books of the issuer of the General Interest Trustee or a segregated trust account designated nominee as the Collection Account registered owner thereof. If any certificate is issued with respect to any investment, it shall be delivered to the General Interest Trustee or its agent. If at any time the GI Servicer shall not have given the General Interest Trustee a timely investment directive with respect to any General Trust Account, the General Interest Trustee shall invest and reinvest any monies in such account(s) in Eligible Investments selected by the General Interest Trustee.
(d) All or a portion of the “Collection Account”). The Collection funds deposited into each Portfolio Account shall be held in trust for separately invested by the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture applicable Portfolio Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, Eligible Investments as directed in writing by the applicable Majority PI Holder or the Servicer, by as specified in the bank applicable Servicing Agreement. All income or trust company then maintaining the Collection gain from investment of monies in each such Portfolio Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which shall be deposited upon receipt into such Portfolio Account, and any loss resulting from any such investment is madeshall be charged to such account, as the case may be. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments investment shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the Indenture applicable Portfolio Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property or its nominee and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit evidenced by an instrument or, in the Note Payment Account shall not be investedcase of "book-entry" investments, registration on the books of the issuer of the applicable Portfolio Trustee or a nominee as the registered owner thereof. If the Note Payment Account any certificate is no longer issued with respect to be maintained at the Securities Intermediaryany investment, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account it shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits delivered to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture applicable Portfolio Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be investedor its agent. If at any time the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days applicable Majority PI Holder or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct not have given the Indenture applicable Portfolio Trustee a timely investment directive with respect to (A) transfer all amounts on deposit in the Reserve Account on any account, such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Portfolio Trustee shall deposit invest and distribute amounts reinvest all monies in such settlement account on or before the Closing Date account(s) in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed securities issued by the Indenture Trustee United States Treasury with maturities not later longer than thirty (30) days following the Closing Dateseven days.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Trust Agreement (Navistar Financial Retail Receivables Corporation)
Accounts. (a) The Servicer Trustee shall establish, on or before establish the Closing Date, Collection Account and maintain the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Collection Account and the Certificate Payment Account shall be under segregated trust accounts established with the sole dominion and control trust department of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify establish the Indenture Trustee and Lock-Box Account pursuant to the Owner Trustee of any change in Servicing Agreement. The Lock-Box Account shall be a non-interest bearing account established with a Lock-Box Account Depository, which shall at all times be an Eligible Institution, by the account number or location Servicer for the sole benefit of the Certificate Payment AccountTrust and other holders of retail installment sales contracts originated by Aegis Finance or its Affiliates. All of the foregoing Accounts shall be Eligible Accounts.
(db) If, on any Distribution Date, the aggregate amount on deposit Amounts held in the Collection Account and the Reserve Certificate Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid shall be invested by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at upon the written direction of the Holders Seller, in Eligible Investments. Any such investment in the Certificate Account shall mature no later than (i) one Business Day before the Distribution Date next succeeding the date of investment or, (ii) in the case of money market fund investments, on such Distribution Date. Any such investment in the Collection Account shall mature not later than two Business Days before such Distribution Date. Any written investment direction by the Seller shall certify that any such investment is authorized by this Section 5.01. The Trustee shall have no authority to sell or otherwise dispose of Eligible Investments attributable to funds held in the Certificate Account or the Collection Account prior to their respective maturity dates. Interest and earnings on investments of funds in any Account shall be credited to and all losses borne by the Account with respect to which they were derived. All accounts with the Trustee must be trust accounts subject to regulations substantially similar to 12 C.F.R. SECS 9.10(b). The Trustee shall not have any responsibility or liability for any investment of moneys at the direction of the Notes evidencing not less than 51% Seller or any loss resulting therefrom.
(c) The Servicer has appointed Xxxxx Fargo Bank, N.A., as the initial Lock-Box Account Depository under the Servicing Agreement. All funds of the Note Balance Trust held by a Lock-Box Account Depository are and shall remain the property of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureTrust.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Aegis Consumer Funding Group Inc)
Accounts. (ai) The Servicer shall establish, on or before Borrower has caused the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially Accounts to be the Securities Intermediary) subject to a segregated trust account designated as the fully executed Collection Account (the “Collection Account”)Agreement. The Collection Account shall be held in trust for Borrower agrees that prior to the benefit provision of notice by the NoteholdersAdministrative Agent shall, and the Certificateholders. The Collection Account shall be under the sole at all times, have exclusive dominion and control of each Account (and all monies, instruments and other property from time to time on deposit therein) in such Person’s capacity as Administrative Agent on behalf of the Indenture TrusteeSecured Parties; providedprovided that, howeverprior to the occurrence of an Account Control Event, that the Administrative Agent has agreed to permit the Account Bank to comply with instructions from the Borrower or the Servicer as to the disposition of funds in the Accounts.
(ii) If an Account Control Event has occurred, the Administrative Agent may make deposits instruct any Collection Account Bank to, on a daily basis, automatically transfer all collected and available funds on deposit in the related Account to the Agent Account or any other account designated by the Administrative Agent.
(iii) If, for any reason, the Collection Account Agreement relating to an Account terminates or the Collection Account Bank fails to comply with its obligations under such Collection Account Agreement, then the Borrower shall promptly notify the Administrative Agent thereof and direct the Indenture Trustee in writing Borrower, the Servicer or the Administrative Agent, as the case may be, shall instruct all Obligors who had previously been instructed to make withdrawals from wire payments to the Lockbox Account maintained at any such Collection Account Bank to make all future payments to a new Account in accordance with this AgreementSection 6.1(b)(iii). The Borrower shall not close any Account unless it shall have (A) received the prior written consent of the Administrative Agent, (B) established a new account with the Indenture and same Collection Account Bank or with a new depositary institution satisfactory to the Trust Agreement. All monies deposited from time to time Administrative Agent, (C) entered into an agreement covering such new account with such Collection Account Bank or with such new depositary institution substantially in the form of the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided or that is satisfactory in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant all respects to the first sentence Administrative Agent (whereupon, for all purposes of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indentureother Transaction Documents, such new account shall become an Account, such new agreement shall become a Collection Account Agreement and any new depositary institution shall become the Collection Account Bank), and (D) taken all such action as the Administrative Agent shall reasonably require to perfect its first priority security interest in such new Account under Section 7.1 of this Agreement. All monies deposited from time Except as permitted by this Section 6.1(b), the Borrower shall not, and shall not permit the Servicer to time open a new Account without the prior written consent of the Administrative Agent and the Borrower having entered into an agreement covering such new account with the Collection Account Bank or with a new depositary institution substantially in the Note Payment form of the Collection Account pursuant Agreement or that is satisfactory in all respects to the Administrative Agent (whereupon, for all purposes of this Agreement and the Indenture other Transaction Documents, such new account shall be held by the Indenture Trustee as part of the Trust Property and become an Account, such new agreement shall be applied as provided in this become a Collection Account Agreement and the Indenture. The amounts on deposit in the Note Payment Account any new depositary institution shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in become the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the ServicerBank).
(eiv) On or before the Closing DateThe Administrative Agent hereby agrees that until such time as it exercises its right to take control of any Account under Section 7.5(d), the Servicer related Collection Account Bank shall cause be entitled to follow the Indenture Trustee to establish and maintain, in the name instructions of the Indenture TrusteeBorrower, a settlement account which will be used to facilitate or the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or Servicer on behalf of the ServicerBorrower, with respect to the withdrawal, transfer or payment of funds on deposit in such Account. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent parties hereto acknowledge that if any time Administrative Agent takes control of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection any Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer Administrative Agent shall pay or the Owner Trustee cause to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturebe paid such funds in accordance with Section 2.8.
Appears in 1 contract
Samples: Credit and Security Agreement (Alpha Natural Resources, Inc.)
Accounts. (a) The Servicer Borrower shall establish, on or before procure that the Closing Date, and maintain deposits required by Clause 18.4 (FF&E Reserve) are made to the FF&E Account. The Borrower may also make such other deposits in the name FF&E Account from time to time as it sees fit.
(b) Subject to the Debenture, the Borrower may only withdraw amounts from the FF&E Account for application in or towards capital expenditure (including expenditure required in relation to fixtures, furnishings and equipment) for the Initial Properties which are hotels.
(c) If a cash collateral account is established as contemplated by paragraph (b) of the Indenture Trustee at an Eligible Institution definition of Subordinated Loan Notes, the Borrower may withdraw amounts from such accounts for application in making payments of principal under the Subordinated Loan Notes.
(which shall initially be the Securities Intermediaryd) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Savoy Debenture Stock Reserve Account shall be under the sole dominion and control of the Indenture TrusteeSecurity Trustee and no withdrawals may be made from it without the prior written consent of the Security Trustee except pursuant to paragraph (e) below. However, the Security Trustee may consent to the release of funds standing to the credit of the Savoy Debenture Stock Reserve Account (and is hereby authorised by the Junior Finance Parties and the Obligors to do so) for application in payment to the trustee of the relevant Savoy Debenture Stock Trust Deed:
(i) under or in connection with an agreement with the relevant trustee for the redemption of any Savoy Debenture Stock or other release of any Savoy Debenture Stock Mortgage, in any case on terms approved by the Junior Lenders and the Arranger under Clause 17.26 (Savoy Debenture Stock); provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account or
(ii) upon any Savoy Debenture Stock becoming redeemable in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Accountits terms.
(be) If at the time when the Target and/or The Servicer shall establishSavoy Theatre Limited become Subsidiary Guarantors in accordance with Clause 17.22 (Accession of the Target Group and Hive-down), any Savoy Debenture Stock is outstanding, the Borrower shall, if the Arranger so requires, ensure that the Target and/or The Savoy Theatre Limited open accounts (the "NEW SAVOY DEBENTURE STOCK RESERVE ACCOUNTS") charged to the Security Trustee on or before the Closing Date, same basis as the Savoy Debenture Stock Reserve Account and maintain transfer from the Savoy Debenture Stock Reserve Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be Borrower to the Securities Intermediary) a segregated trust account designated new Savoy Debenture Stock Reserve Accounts such amount as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, Arranger may require to ensure that the Servicer may make deposits to and direct the Indenture Trustee amount in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts each account reflects on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay rateable basis the principal amount outstanding under each issue of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or Savoy Debenture Stock together with a rateable allowance for interest which may accrue before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Final Maturity Date. The Indenture Target and The Savoy Theatre Limited shall take such steps to perfect the Security Trustee's security over the new Savoy Debenture Stock Reserve Accounts as the Security Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance may require consistently with the written direction by or on behalf of corresponding steps taken in relation to the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Dateoriginal Savoy Debenture Stock Reserve Account.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Junior Mortgage Loan Facility (Wilshire Real Estate Investment Trust Inc)
Accounts. The accounts of the LLP prepared and approved in accordance with Clause 6; Accounts Date: 31 March in each year or such other date as may be decided by the LLP Members; Business Plan: The business plan of the LLP as agreed at the date hereof and amended from time to time, the initial version of which is attached at Schedule 2; Event of Default: An LLP Member will be in default if: It wilfully or persistently acts in a manner contrary to its material obligations under these terms of agreement of is guilty of any grave professional misconduct; It fails to pay any money owing by it to the LLP within 14 days of being requested in writing by the LLP to do so: It creates or purports to create a security interest over any legal or beneficial interest in its share in the LLP including (awithout limitation) its account with the LLP or any part of the Profits of the LLP for his separate debt; LLP Act: The Servicer shall establishLimited Liability Xxxxxxxxxxx Xxx 0000; LLP Auditors: Ernst & Young or such other firm of chartered accountants as may be decided by unanimous agreement of the LLP Members; LLP Bank: National Westminster Bank Plc or such other or additional or substitute bank as may be appointed as banker to the LLP by the LLP Members; LLP Board Members: The nominees of the LLP Members who attend LLP Board Meetings; LLP Business: The business and practice of Xxxxxx Keynes Development Partnership as described within the agreed Business Plan; LLP Name: Xxxxxx Keynes Development Partnership or such other name as may from time to time be adopted by the LLP Members and notified to the Registrar of Companies under the LLP Act; LLP Premises: The offices of the LLP at Civic Offices, on 1 Saxon Gate East, Central Xxxxxx Xxxxxx, Xxxxxx Keynes MK9 3HG and such other offices as the LLP Members from time to time decide will be used by the LLP Business; Reserved Matters: The increase or before reduction of any LLP Member’s profit share; Any borrowing or lending by the Closing Date, and maintain LLP; The charging of any land; The issue of any warranties or guarantees in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit LLP; Any sale or long lease or property of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control LLP granted for less than market value; Dissolution of the Indenture TrusteeLLP; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any A change in the account number or location nature of the Collection Account.
(b) LLP Business; The Servicer shall establish, on creation of any subsidiary company or before LLP or the Closing Date, and maintain taking of any shares thereon; Making any appeal against a MKC planning decision; To the extent not provided for in the name Business Plan: Any acquisition of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trusteeland; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held Any disposal by the Indenture Trustee as part LLP of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and any freehold or long leasehold in any case within ten (10) calendar days or such longer period land where planning permission has not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates been obtained in respect of the Total Servicing Fee owing propose development of such land; The opening or closing of any place of business of the LLP; The sale, leasing, disposal or acquisition of any non-land assets or business; The entering into of any employment contracts; and The entering into of any long-term agreements related to the Servicer to the extent that CarMax provisions of support or any granting of its affiliates is the Servicer)monies.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Members Agreement
Accounts. (a) The Servicer shall establish, on or before the Closing Date, establish and maintain the Collection Account and the Certificate Account in the name of the Indenture Trustee at an Eligible Institution (which shall initially be for the Securities Intermediary) a segregated trust account designated as benefit of the Collection Account (Certificateholders and, to the “Collection Account”)extent herein provided, for the benefit of the Surety Bond Issuer. The Collection Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee so long as (i) the deposits of the Trustee have the Required Deposit Rating or (ii) the Collection Account is maintained as a fully segregated trust account. All amounts held in the Collection Account (other than Purchase Amounts) shall be invested in Permitted Investments by the Trustee, at the written direction of the Servicer, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Purchase Amounts deposited on a Deposit Date shall not be invested. Such written direction shall certify that any such investment is authorized by this Section 14.1 and complies with the requirements of Permitted Investments as set forth in Schedule C. The Certificate Account shall be a segregated, non-interest-bearing trust account initially established with the Trustee and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Certificate Account is maintained as a fully segregated trust account. The amounts in the Certificate Account shall not be invested. Should the deposits of the Trustee no longer have the Required Deposit Rating and the Collection Account or the Certificate Account, as applicable, shall not be maintained as a fully segregated trust account, then the Servicer shall, with the Trustee's assistance as necessary, cause the Certificate Account and/or the Collection Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the laws of the United States of any state thereof, the deposits of which shall have the Required Deposit Rating.
(i) The Depositor shall establish the Reserve Account in the name of the Collateral Agent for the benefit of the Noteholders, Certificateholders and the CertificateholdersSurety Bond Issuer and shall clearly indicate that such account has been pledged to the Collateral Agent for the benefit of the Certificateholders and the Surety Bond Issuer. The Collection Reserve Account shall be a segregated, non-interest-bearing trust account initially established and maintained with the Trustee for so long as (x) the deposits of the Trustee have the Required Deposit Rating or (y) the Reserve Account is maintained as a fully segregated trust account. The Reserve Account shall not be property of the Trust. All amounts held in the Reserve Account shall be invested in Permitted Investments by the Collateral Agent, at the written direction of the Depositor, in each case such investments maturing not later than the Deposit Date following the Collection Period in which such amounts are so invested. Such written direction shall certify that any such investment is authorized by this Section 14.1 and comply with the requirements of Permitted Investments as set forth in Schedule C. Should the deposits of the Collateral Agent no longer have the Required Deposit Rating and the Reserve Account shall not be maintained as a fully segregated trust account, then the Depositor shall, with the Collateral Agent's assistance as necessary, cause the Reserve Account to be moved, within 60 days after the occurrence of the later of the loss of the Required Deposit Rating or the cessation of such accounts being maintained as fully segregated trust accounts, to a bank or trust company organized under the sole dominion and control laws of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementUnited States or any state thereof, the Indenture deposits of which shall have the Required Deposit Rating.
(ii) On the date of the issuance of the Certificates, the Depositor shall deposit the Reserve Account Initial Deposit into the Reserve Account. The Depositor hereby grants to the Collateral Agent for the benefit of the Certificateholders and the Trust AgreementSurety Bond Issuer a security interest in and to the Reserve Account and any and all Account Property credited thereto from time to time, including, but not limited to, Permitted Investments, to secure payment of the Certificates according to their terms. All monies deposited Amounts held from time to time in the Collection Reserve Account pursuant will continue to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust Collateral Agent for the benefit of the NoteholdersCertificateholders and the Surety Bond Issuer, but the Reserve Account shall not be an asset of the Trust. The Note Payment Funds held in the Reserve Account shall be under remitted to the sole dominion Depositor upon the Depositor's written request upon the termination of the Trust. By acceptance of their Certificates or interest therein and by execution and delivery of the Reimbursement Agreement by the Surety Bond Issuer, the Certificateholders and Certificate Owners and the Surety Bond Issuer, respectively, shall be deemed to have appointed Bankers Trust Company as Collateral Agent. Bankers Trust Company hereby accepts such appointment as Collateral Agent.
(iii) With respect to the Account Property in respect of the Reserve Account, the Collateral Agent agrees that:
A. any Account Property that is held in deposit accounts shall be held solely in a bank with the Required Deposit Rating; and each such bank with the Required Deposit Rating shall be subject to the exclusive custody and control of the Indenture Trustee; providedCollateral Agent, however, and the Collateral Agent shall have sole signature authority with respect thereto;
B. any Account Property that constitutes Physical Property shall be delivered to the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account Collateral Agent in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part paragraph (a) of the Trust Property definition of "Delivery" and shall be applied held, pending maturity or disposition, solely by the Collateral Agent, or a financial intermediary (as provided such term is defined in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10Section 8-313(4) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(cRelevant UCC) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust acting solely for the benefit of the Certificateholders. The Certificate Payment ;
C. any Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits delivered to the Certificate Payment Account Collateral Agent in accordance with this Agreement paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Account Property as described in such paragraph; and
D. any Account Property that is an "uncertificated security" under Article 8 of the Relevant UCC and may direct that is not governed by clause (C) above shall be delivered to the Indenture Trustee to make withdrawals from the Certificate Payment Account Collateral Agent in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part paragraph (c) of the Trust Property definition of "Delivery" and shall be applied as provided in this Agreement and maintained by the Trust AgreementCollateral Agent, pending maturity or disposition, through continued registration of the Collateral Agent's (or its nominee's) ownership of such security. The amounts on deposit Effective upon Delivery of any Account Property in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediaryform of Physical Property, book-entry securities or uncertificated securities, the Servicer shallCollateral Agent shall be deemed to have purchased such Account Property for value, with the Indenture Trustee’s assistance as necessary, promptly (in good faith and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee without notice of any change in the account number or location of the Certificate Payment Accountadverse claim thereto.
(div) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account The Depositor and the Reserve Account equals Servicer agree to take or exceeds the sum of cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (i) the Note Balance as of the day preceding such Distribution Dateincluding, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Periodwithout limitation, any Unreimbursed Servicer Advances financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the interests created by this Section 14.1(b) and any Unrelated Amounts for otherwise effectuate the preceding Collection Period purposes, terms and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes conditions of application pursuant to this Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer14.1(b).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Nationscredit Securitization Corp)
Accounts. (a) The Servicer Pursuant to Section 4.01 of the Sale and Servicing Agreement, there has been established and there shall establishbe maintained an Eligible Account (initially at Union Bank, on or before N.
A.) in the Closing Datename, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control control, of the Indenture Trustee; providedTrustee until the Outstanding Amount has been reduced to zero, howeverand thereafter, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by name, and under the Indenture Trustee as part sole dominion and control, of the Trust Property and shall be applied Owner Trustee, which is designated as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Yield Supplement Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before prior to the Closing Date, the Servicer Issuer shall cause the Indenture Trustee Servicer to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate Eligible Accounts for the wire transfer benefit of the offering proceeds (i) Securityholders and the Collection Account and the Yield Supplement Account, and (ii) Noteholders, the Note Distribution Account and the Reserve Fund as provided in Section 4.01 of the Notes on Sale and Servicing Agreement.
(c) In the Closing Date. The Indenture Trustee shall event that pursuant to the terms of a Cap Agreement, the Cap Counterparty is required to deposit and distribute amounts in such settlement account on cash or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by securities as collateral to secure its obligations (“Cap Collateral”), the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders potential Cap Counterparty shall establish and maintain an Eligible Account in the name of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee for the benefit of the Issuer and the Cap Counterparty (a “Cap Agreement Collateral Account”). All sums on deposit and securities held in any Cap Agreement Collateral Account shall be used only for the purposes set forth in the related credit support agreement to make withdrawals be entered into between the Trust and payments the Cap Counterparty (the “Cap Agreement Credit Support Agreement”); provided, however, that the Indenture Trustee is not a party to the Cap Agreement Credit Support Agreement and shall have no obligations or responsibilities under the Cap Agreement Credit Support Agreement, nor any obligation to monitor the Issuer’s or the Cap Counterparty’s compliance with the terms of the Cap Agreement Credit Support Agreement. Amounts on deposit in any Cap Agreement Collateral Account may be invested in Eligible Investments at the written direction of the Cap Counterparty and on each Payment Date, all earnings on investment of funds in the Cap Agreement Collateral Account actually received by the Indenture Trustee on amounts in deposit in the Cap Agreement Collateral Account or on securities held by the Indenture Trustee as Collateral shall be paid directly to the Cap Counterparty, as directed by the Issuer in writing, and not become part of Available Funds in accordance with the terms of the Cap Agreement Credit Support Agreement. The Indenture Trustee shall not be liable for the selection of, or any losses arising from, such investments made in accordance with the Cap Counterparty’s direction. All amounts deposited in the Cap Agreement Collateral Account shall be paid to the Issuer (and become part of Available Funds on the related Payment Date) or returned to the related Cap Counterparty (in either case, upon receipt by the Indenture Trustee of written instructions from the Administrator to release the amounts on deposit) in accordance with the provisions set forth in the related Cap Agreement Credit Support Agreement.
(d) On or before each Payment Date, with respect to the preceding Collection Period, all amounts required to be deposited in the Collection Account will be deposited as provided in Sections 4.02 and 4.05 of the Sale and Servicing Agreement. On or before each Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 4.06 and 4.07 of the Sale and Servicing Agreement will be transferred from the Collection Account, the Reserve Fund and/or the Yield Supplement Account to the Note Distribution Account.
(e) On each Payment AccountDate and Redemption Date, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to carry out its duties under Noteholders, in respect of the IndentureNotes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium), in the amounts and order as set forth in the Servicer’s Certificate which shall be in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):
(i) the Note Interest Distributable Amount; provided, that if there are not sufficient funds in the Note Distribution Account to pay the allocable portion of the Note Interest Distribution Amount with respect to each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such amount pro rata on the basis of the total Note Interest Distributable Amount due on the Notes;
(ii) the Note Principal Distributable Amount (first to the Class A-1 Notes until the Class A-1 Notes are paid in full, second to the Class A-2 Notes until paid in full, third to the Class A-3 Notes until paid in full, and fourth to the Class A-4 Notes until paid in full);
(iii) notwithstanding clause (ii) above, on each Payment Date after the Notes have been accelerated as provided in Section 5.02(a) following the occurrence of an Event of Default, until such time as the Notes have been paid in full, the Note Principal Distributable Amount shall be paid first to the Class A-1 Notes until the Class A-1 Notes are paid in full and then to the Class A-2, Class A-3 and Class A-4 Notes on a pro rata basis based on the Outstanding Amount of each such Class of Notes; and
(iv) in the event that there are insufficient funds in the Note Distribution Account, an amount will be withdrawn from the Reserve Fund pursuant to Section 4.07(b) of the Sale and Servicing Agreement. The Indenture Trustee shall, subject to Article VI, make the distributions on the Notes in a manner consistent with the Servicer’s Certificate and will, upon the request of the Issuer, confirm to the Issuer that it has made such payments in accordance with the Servicer's Certificate.
Appears in 1 contract
Samples: Indenture (Honda Auto Receivables 2010-1 Owner Trust)
Accounts. (a) The Servicer Pursuant to Section 4.01 of the Sale and Servicing Agreement, there has been established and there shall establishbe maintained an Eligible Account (initially at Citibank, on or before N.A.) in the Closing Datename, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control control, of the Indenture Trustee; providedTrustee until the Outstanding Amount has been reduced to zero, howeverand thereafter, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by name, and under the Indenture Trustee as part sole dominion and control, of the Trust Property and shall be applied Owner Trustee, which is designated as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Yield Supplement Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before prior to the Closing Date, the Servicer Issuer shall cause the Indenture Trustee Servicer to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate Eligible Accounts for the wire transfer benefit of the offering proceeds (i) Securityholders and the Collection Account and the Yield Supplement Account, and (ii) Noteholders, the Note Distribution Account and the Reserve Fund as provided in Section 4.01 of the Notes on Sale and Servicing Agreement.
(c) In the Closing Date. The Indenture Trustee shall event that pursuant to the terms of a Cap Agreement, the Cap Counterparty is required to deposit and distribute amounts in such settlement account on cash or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by securities as collateral to secure its obligations (“Cap Collateral”), the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders potential Cap Counterparty shall establish and maintain an Eligible Account in the name of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee for the benefit of the Issuer and the Cap Counterparty (a “Cap Agreement Collateral Account”). All sums on deposit and securities held in any Cap Agreement Collateral Account shall be used only for the purposes set forth in the related credit support agreement to make withdrawals be entered into between the Trust and payments the Cap Counterparty (the “Cap Agreement Credit Support Agreement”); provided, however, that the Indenture Trustee is not a party to the Cap Agreement Credit Support Agreement and shall have no obligations or responsibilities under the Cap Agreement Credit Support Agreement, nor any obligation to monitor the Issuer’s or the Cap Counterparty’s compliance with the terms of the Cap Agreement Credit Support Agreement. Amounts on deposit in any Cap Agreement Collateral Account may be invested in Eligible Investments at the written direction of the Cap Counterparty and on each Payment Date, all earnings on investment of funds in the Cap Agreement Collateral Account actually received by the Indenture Trustee on amounts in deposit in the Cap Agreement Collateral Account or on securities held by the Indenture Trustee as Collateral shall be paid directly to the Cap Counterparty, as directed by the Issuer in writing, and not become part of Available Funds in accordance with the terms of the Cap Agreement Credit Support Agreement. The Indenture Trustee shall not be liable for the selection of, or any losses arising from, such investments made in accordance with the Cap Counterparty’s direction. All amounts deposited in the Cap Agreement Collateral Account shall be paid to the Issuer (and become part of Available Funds on the related Payment Date) or returned to the related Cap Counterparty (in either case, upon receipt by the Indenture Trustee of written instructions from the Administrator to release the amounts on deposit) in accordance with the provisions set forth in the related Cap Agreement Credit Support Agreement.
(d) On or before each Payment Date, with respect to the preceding Collection Period, all amounts required to be deposited in the Collection Account will be deposited as provided in Sections 4.02 and 4.05 of the Sale and Servicing Agreement. On or before each Payment Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Sections 4.06 and 4.07 of the Sale and Servicing Agreement will be transferred from the Collection Account, the Reserve Fund and/or the Yield Supplement Account to the Note Distribution Account.
(e) On each Payment AccountDate and Redemption Date, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee shall distribute all amounts on deposit in the Note Distribution Account to carry out its duties under Noteholders, in respect of the IndentureNotes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium), in the amounts and order as set forth in the Servicer’s Certificate which shall be in the following amounts and in the following order of priority (except as otherwise provided in Section 5.04(b)):
(i) the Note Interest Distributable Amount; provided, that if there are not sufficient funds in the Note Distribution Account to pay the allocable portion of the Note Interest Distribution Amount with respect to each Class of Notes, the amount in the Note Distribution Account shall be applied to the payment of such amount pro rata on the basis of the total Note Interest Distributable Amount due on the Notes;
(ii) the Note Principal Distributable Amount (first to the Class A-1 Notes until the Class A-1 Notes are paid in full, second to the Class A-2 Notes until paid in full, third to the Class A-3 Notes until paid in full, and fourth to the Class A-4 Notes until paid in full);
(iii) notwithstanding clause (ii) above, on each Payment Date after the Notes have been accelerated as provided in Section 5.02(a) following the occurrence of an Event of Default, until such time as the Notes have been paid in full, the Note Principal Distributable Amount shall be paid first to the Class A-1 Notes until the Class A-1 Notes are paid in full and then to the Class A-2, Class A-3 and Class A-4 Notes on a pro rata basis based on the Outstanding Amount of each such Class of Notes; and
(iv) in the event that there are insufficient funds in the Note Distribution Account, an amount will be withdrawn from the Reserve Fund pursuant to Section 4.07(b) of the Sale and Servicing Agreement. The Indenture Trustee shall, subject to Article VI, make the distributions on the Notes in a manner consistent with the Servicer’s Certificate and will, upon the request of the Issuer, confirm to the Issuer that it has made such payments in accordance with the Servicer’s Certificate.
Appears in 1 contract
Samples: Indenture (Honda Auto Receivables 2009-3 Owner Trust)
Accounts. (a) The Servicer shall establish, on or before the Closing DateCompany shall, and maintain shall cause each of its Subsidiaries to, cause to be mailed, by the respective payors thereof, directly into the post office lockbox opened in accordance with the name terms of the Indenture Trustee at an Eligible Institution Lockbox Agreement or if the Company or any of its Subsidiaries opens a post office lockbox and lockbox account with another commercial bank or financial institution in accordance with subsection (c) of this Section, such post office lockbox (each such lockbox, a "Lockbox"), all revenues, receipts and other amounts which shall initially be the Securities Intermediary) a segregated trust account designated as Company or any of its Subsidiaries is entitled to receive from any source whatsoever (including, without limitation, all payments received in respect of its Contractual Obligations and all dividends and other distributions paid to the Collection Account (Company or any of its Subsidiaries by any of the “Collection Account”Company's Subsidiaries). The Collection Account Company shall be held in trust for the benefit of the Noteholders, open and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account maintain a lockbox account in accordance with this Agreement, the Indenture terms of the Lockbox Agreement (such account and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the lockbox account opened with another commercial bank or trust company then maintaining the Collection Account financial institution in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each accordance with subsection (c) of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediarythis Section, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institutiona -29- "Lockbox Account"). The Servicer Company and its Subsidiaries shall promptly notify the Indenture Trustee maintain no more than two Lockboxes and the Owner Trustee of two Lockbox Accounts at any change in the account number or location of the Collection Accountone time.
(b) The Servicer Company, for itself and on behalf of its Subsidiaries, the Collateral Agent and KeyBank shall establishexecute the Lockbox Agreement stating, on or before among other things, that (i) the Closing Date, Lockbox Account is deemed to be a "deposit account" as such term is defined in Article 9 of the UCC and maintain (ii) KeyBank agrees that it will comply with the instructions directing disposition of the funds in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Lockbox Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held originated by the Indenture Trustee as part Collateral Agent without further consent by the Company or any of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountits Subsidiaries.
(c) The Servicer shall establishCompany or any of its Subsidiaries may, on upon 30 days' notice to the Collateral Agent, open another Lockbox and Lockbox Account with another commercial bank or before the Closing Date, and maintain in the name financial institution into which all of the Indenture Trustee at an Eligible Institution items described in clause (which shall initially be the Securities Intermediarya) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account of this Section that are not mailed to any other Lockbox shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be investedmailed. If the Certificate Payment Company or any of its Subsidiaries elects to open a new Lockbox and Lockbox Account with another commercial bank or financial institution, the Company or such Subsidiary and the Collateral Agent shall execute a security agreement, substantially in the form of the Security Agreement or such form as the Collateral Agent may, in its reasonable discretion, approve, and the Company or such Subsidiary, the Collateral Agent and the commercial bank or financial institution maintaining such Lockbox Account shall execute an agreement, in form and substance as the Collateral Agent may, in its reasonable discretion, approve, stating that (i) such Lockbox Account is no longer deemed to be maintained at a "deposit account" as such term is defined in Article 9 of the Securities Intermediary, the Servicer shall, UCC and (ii) such commercial bank or financial institution will comply with the Indenture Trustee’s assistance as necessary, promptly (and instructions directing disposition of the funds in any case within ten (10) calendar days the Lockbox Account originated by the Collateral Agent without further consent by the Company or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountSubsidiary.
(d) If, on any Distribution DateSo long as no Event of Default has occurred or is continuing or would result therefrom, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as Company may transfer funds from any of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, Lockbox Accounts to any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid other account maintained by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax Company or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax Subsidiaries or for any of its affiliates is the Servicer)other purpose.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Senior Secured Notes Agreement (Pacific Aerospace & Electronics Inc)
Accounts. (a) The Servicer Borrower shall establish, on cause to be established one or before more accounts with the Closing Date, and maintain Depositary pursuant to the Depositary Agreement in the name of the Indenture Trustee at an Eligible Institution (which Borrower. The Borrower shall initially be cause the Securities Intermediary) Depositary to create a segregated trust account designated as the Collection Account (the “Collection Account”), a Liquidity Reserve Account, a Maintenance Reserve Account and a Modifications and Improvements Account, in each case in accordance with the terms of the Depositary Agreement. The Collection Account Borrower shall be held notify (and the Borrower hereby authorizes the Collateral Agent so to notify), in trust each case following the occurrence and during the continuation of a Manager Default or an Event of Default, each Lessee and other account debtors of the Borrower in writing that each Lease and other accounts receivable of the Borrowers has been assigned to the Collateral Agent under the Loan Documents for the benefit of the NoteholdersProtected Parties. The Borrower also shall notify and instruct each Lessee that all payments due or to become due under each Portfolio Lease (except for Excepted Payments (which shall be payable to the Persons for whose benefit any such payment is made)) or otherwise in respect of amounts and other receivables of the Borrower are to be made directly to the Customer Payments Account (or, after the occurrence of the Customer Collections Account Administration Agreement Severance, the Collection Account).
(b) Any amounts from time to time held in the Collection Account, the Maintenance Reserve Account, the Modifications and Improvements Account and the Liquidity Reserve Account may be invested in Cash Equivalents (subject to the provisions of the Depository Agreement), at the Borrower’s risk as directed in writing by the Borrower, until the application thereof in accordance with Section 2.07(c) hereof. Upon the occurrence and during the continuance of an Event of Default, the Agent may direct by notice the Depositary to pay to the Agent the amount specified in such notice from the Account(s) specified in such notice, and the Certificateholders. The Collection Account Agent shall be under apply such amounts received from the sole dominion and control Depositary to the repayment of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Obligations in accordance with this the applicable provisions of Section 2.07(c).
(c) Subject to the provisions of the Depository Agreement, the Indenture and the Trust Agreement. All monies deposited Agent may from time to time in its sole discretion (and, to the extent such application would have the effect of curing a Default under Section 9.01(a) hereof or if the Loans have become or been declared immediately due and payable pursuant to Section 9.02, shall) instruct the Depositary to pay into the Collection Account any amounts from time to time on deposit in the Liquidity Reserve Account; provided that, so long as no Event of Default shall have occurred and then be continuing, (i) the Agent shall have consulted with the Borrower prior to giving such instruction and (ii) if and to the extent determined by the Agent and the Borrower that a reserve is required to be held in the Accounts in respect of anticipated claims by a Lessee for payment of deposit, maintenance reserves or insurance or indemnity payments, such reserve shall be retained in the Accounts.
(d) Any amounts deposited into the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and Section 6.13 shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account Agent in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer2.07(c).
(e) On The Manager hereby agrees to allocate all Cash Flow from the Customer Payments Account to the Collections Account on a daily basis, and shall provide written notice thereof (which notice may be made by facsimile or before electronic mail) to the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintainAgent on a daily basis, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date each case in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing DateCustomer Collections Account Administration Agreement.
(f) The Servicer shall have Within 3 Business Days after receiving direction from the powerRequired Lenders, revocable by the Indenture Trustee or by the Trust with the consent each of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account Agent and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee Borrower shall take all actions necessary to carry out its respective duties hereunder or sever itself (and each shall sever itself within such period) as a “Beneficiary” under the Trust Customer Collections Account Administration Agreement or permitting (the Indenture Trustee to carry out its duties under the Indenture“Customer Collections Account Administration Agreement Severance”) in accordance with Section 11(c) thereof.
Appears in 1 contract
Accounts. (a) Each of the Accounts shall be established at the applicable Account Bank. The Underlying Entity Accounts shall be established and maintained in accordance with the respective Underlying Entity Agreement. Buyer shall have sole dominion and control (including, without limitation, “control” within the meaning of Section 9-104(a) of the UCC) over each Account. Neither Seller nor any Person claiming through or under Seller shall have any claim to or interest in any Account. All Income received by Servicer, any Relevant Party, or Account Bank in respect of the Purchased Assets or any Underlying Assets, as well as any interest received from the reinvestment of such Income, shall be deposited directly into the applicable Trust Account in accordance with Section 5.01(b); provided that Servicer shall establishbe entitled to remit such Income net of applicable Servicer Reimbursement Amounts.
(b) If any Income or Escrow Payments are received by any Servicer or any Relevant Party with respect to any Underlying Assets, Seller shall ensure that such amounts are (x) remitted to the applicable Trust Account promptly, but in any event, not later than the second (2nd) Business Day following receipt thereof (or, with respect to amounts remitted by the Servicer, on or before the Closing Date, and maintain each monthly remittance date (as specified in the name of the Indenture Trustee at an Eligible Institution related Servicing Agreement)) and, (which shall initially be the Securities Intermediaryy) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be until so remitted, held in trust for Buyer, segregated from other funds of such Person. By no later than one (1) Business Day prior to the benefit Remittance Date the Trustee shall withdraw all Income and Escrow Payments on deposit in the Trust Accounts net of fees and expenses the Trustee is expressly permitted to retain under the terms of the Noteholders, related Underlying Entity Agreement and the Certificateholders. The Collection Account shall be under applicable Letter Agreement and remit such amounts to the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Waterfall Account in accordance with this Agreement, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trusteerelated Underlying Entity Agreement. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account.
(c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Waterfall Account shall be held in trust for applied on each Remittance Date by the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account Bank in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountArticle 5.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Master Repurchase Agreement (AG Mortgage Investment Trust, Inc.)
Accounts. (a) The Servicer Trustee shall establish, maintain one or more accounts (“Trust Accounts”) on or before the Closing Date, and maintain in the name behalf of the Indenture Trustee at an Eligible Institution Trust with one or more financial depository institutions (which shall initially be the Securities Intermediary) each a segregated trust account designated as the Collection Account (the “Collection Account“ Financial Institution”). The Collection Account shall be held in trust Candidates for the benefit positions of Financial Institution shall fully disclose to the Noteholders, and Trustee any interest in or relationship with the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementPurchaser Entities, the Indenture and Debtors or any other Released Parties. Any such interest or relationship shall not be an automatic dis qualification for the Trust Agreement. All monies deposited from time to time position, but the Trustee shall take any such interest or relationship into account in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on selecting a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Financial Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account.
(b) The Servicer shall establishTrustee may, on from time to time, create such accounts and reasonable reserves within the Trust Accounts as authorized in this Section 3.1 and as he or before she may deem necessary, prudent or useful in order to provide for distributions to Beneficiaries and the Closing Datepayment of Trust Operating Expenses and may, and maintain in with respect to any such account or reserve, restrict the name use of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) money therein for a segregated trust account designated as the Note Payment Account specified purpose (the “Note Payment AccountTrust Subaccounts”). The Note Payment Account Any such Trust Subaccounts established by the Trustee shall be held in trust for as Trust Assets and are not intended to be subject to separate entity tax treatment as a “disputed claims reserve” within the benefit meaning of the Noteholders. The Note Payment Account shall be under IRC or the sole dominion and control Treasury Regulations, or a “disputed ownership fund” within the meaning of the Indenture Trustee; providedTreasury Regulations, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountotherwise.
(c) The Servicer shall establish, on or before the Closing DateTrustee may replace any retained Financial Institution with a successor Financial Institution at any time, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account such successor shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits subject to the Certificate Payment Account considerations set forth in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountSection 3.1(a).
(d) If, on any Distribution Date, The Trustee shall establish two separate subaccounts of the aggregate amount on deposit in Trust to receive funds designated under the Collection Account and the Reserve Account equals or exceeds the sum of Plan for (i) the Note Balance as professional fees of the day preceding such Distribution DateBeneficiaries (the “ State Opioid Costs and Fees Allocation”) which shall be administered exclusively in accordance with the terms set forth on Exhibit 2 hereof, and (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) professional fees of the Indenture on such Distribution Date Local Governments (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date Political Subdivision Costs and Fees Allocation”). which shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer).
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date administered exclusively in accordance with the terms set forth on Exhibit 3 hereof. (The State Opioid Costs and Fees Allocation and the Political Subdivision Costs and Fees Allocation are sometimes referred to collectively as the “Professionals Fee Funds.”) It is understood that the Trust shall hold the Professionals Fee Funds for administrative convenience and the Trustee shall have no responsibility to administer such Professionals Fee Funds, or to direct the disbursement or investment of such Professionals Fee Funds; provided that (x) the Trustee will disburse the State Opioid Costs and Fees Allocation in accordance with Exhibit 2 and (y) the Trustee will disburse the Political Subdivision Costs and Fees Allocation in according with Exhibit 3. To the extent the Trustee does not receive any written direction by or on behalf with respect to investment of the Servicer. Such settlement Professionals Fee Funds, the Trustee shall hold the funds in an interest bearing account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureFinancial Institution.
Appears in 1 contract
Samples: Trust Agreement
Accounts. (a) The Servicer shall establishUnless otherwise specified in the UTI Supplement, on or before the Closing Date, Titling Trustee will establish and maintain with respect to the Undivided Trust Interest a Lease Funding Account satisfying the definition of an Eligible Account. The Lease Funding Account shall be established and maintained in the name of the Indenture Titling Trustee at an Eligible Institution (which shall initially be the Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). The Collection Account shall be held in trust for the benefit on behalf of the Noteholders, and the CertificateholdersUTI Sub-Trust. The Collection Account shall be under the sole dominion and control None of the Indenture Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the Lease Funding Account without the express written consent of the Titling Trustee; provided, however, that the Servicer may make deposits Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to and direct the Indenture Trustee extent provided for in writing the documentation relating to make withdrawals from any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets.
(b) For so long as the Collection Account in accordance with this AgreementMonthly Remittance Conditions are satisfied, the Indenture and the Trust Agreement. All monies deposited from time to time in the Collection Account pursuant to this Agreement Servicer shall not be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis pursuant but shall be entitled to the first sentence of Section 4.2retain such collections, all amounts held in the Collection Account shallwithout segregation from its other funds, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than until the Business Day preceding the date identified as a “Distribution Date following Date” in the Collection Period during related UTI Supplement, at which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at the Securities Intermediary, time the Servicer shall, with shall so remit all such collections in immediately available funds; provided that (i) investments on which the Indenture Trustee’s assistance as necessary, promptly Trust Agent is the obligor (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days including repurchase agreements as to which each Rating Agency shall consentit, in its commercial capacity, is liable as principal), may mature on the Distribution Date, and (ii) cause the investments made of collections on deposit in a SUBI Collection Account in respect of the related Contracts and Leased Vehicles may mature on such dates as specified by the Titling Trustee at the Servicer’s direction so as to maintain the availability of sufficient cash to make the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the first day of the first period identified as a “Collection Period” in the related UTI Supplement or SUBI Supplement, as the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be moved to an Eligible Institution. The satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the Servicer shall promptly notify be immediately so deposited and all such future collections shall be so remitted by the Indenture Trustee and Servicer to the Owner Trustee appropriate account in accordance with this Agreement or the related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to the extent of (1) the net investment value (as recorded on the books of the Titling Trust) of any change Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI’s share of any allocable Titling Trust Expenses will be deposited by the account number Servicer into the Lease Funding Account (or location of transferred directly to the Collection Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Servicer into an appropriate SUBI Account.
(bc) The Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee’s notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Servicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall establish, on or before the Closing Datebe borne in accordance with Section 3.04, and maintain the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust’s appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the name UTI Supplement. The UTI Supplement or any SUBI Supplement may provide that all or any portion of the Indenture Trustee at an Eligible Institution collections on the related UTI Assets or SUBI Assets will be deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to the creation of a SUBI, the expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement.
(which shall initially be d) All or a portion of the Securities Intermediary) a segregated trust account designated as funds deposited into the Note Payment Account (the “Note Payment Account”). The Note Payment Lease Funding Account shall be held in trust for separately invested by the benefit Titling Trustee from time to time at the direction of the Noteholders. The Note Payment Account shall be under the sole dominion and control UTI Beneficiary or its designee in any of the Indenture TrusteePermitted Investments; provided, however, that should the Servicer may make deposits to and direct terms of any Securitized Financing impose any more stringent limits on the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time types or tenors of permitted investments in the Note Payment Lease Funding Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as than are provided in this Agreement and the Indenture. The amounts on deposit for in the Note Payment Account definition of Permitted Investments, such limits shall not be invested. If apply thereto for the Note Payment Account is no longer to be maintained at period specified in the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institutionrelated Transaction Documents. The Servicer shall promptly notify is hereby made the Indenture Trustee and designee of the Owner Trustee UTI Beneficiary for such purpose. All income, gain or loss from investment of any change monies in the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account number or location of the Note Payment Account.
(c) The Servicer UTI Beneficiary; provided that each such investment shall establish, on or before the Closing Date, and maintain be made in the name of the Indenture Titling Trustee, its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall not have given the Titling Trustee at an Eligible Institution (which a timely investment directive with respect to any account, the Titling Trustee shall initially be the Securities Intermediaryinvest and reinvest any monies in such account(s) in a segregated trust account designated as the “CarMax Auto Owner Trust 2024-1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and mutual fund offered by the Trust Agreement. All monies deposited from time to time in Agent or an Affiliate thereof meeting the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part requirements of the Trust Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account.
(d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of clause (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class definition of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xi) of the Indenture, (ii) for purposes of Section 2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)Permitted Investments.
(e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date.
(f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.
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