Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Capital One Master Trust), Pooling and Servicing Agreement (Capital One Financial Corp)

Cash Collateral Account. ~~(a)~~ The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998~~1996-1 E Certificateholders and the ~~Class C~~ Collateral Interest ~~Holders~~Holder, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~1996-1 E Certificateholders and the ~~Class C~~ Collateral Interest ~~Holders~~Holder. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998~~1996-1 E Certificateholders and the ~~Class C~~ Collateral Interest ~~Holders~~Holder. The interest of the ~~Class C~~ Collateral Interest ~~Holders~~ Holder in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998~~1996-1 E Certificateholders as provided herein and in the ~~Class C Supplemental~~ Loan Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the ~~Class C Supplemental~~ Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C~~ Collateral Interest ~~Holders~~ Holder shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the ~~Class C Supplemental~~ Loan Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Advanta Credit Card Master Trust Ii), Pooling and Servicing Agreement (Advanta Credit Card Master Trust Ii)

Cash Collateral Account. If during the Early Prepayment Period (~~a) The Servicer shall establish and maintain,~~ as defined in the ~~name~~ Note) (i) any Asset Guarantor shall sell any Asset to a third party that is not an Affiliate of Borrower, any Asset Guarantor or Guarantor in an arms-length transaction, all in accordance with the provisions of Section 8.2 below and such Asset is released from the lien of the ~~Trustee~~Loan Documents, ~~on behalf~~ or (ii) if any payment of principal is received by any Asset Guarantor or Borrower under any of the ~~Trust~~Asset Loans, ~~for~~ then the ~~benefit~~ Net Sales Proceeds of the ~~Series 1998-1 Certificateholders and~~ sale under clause (i) immediately above and/or the ~~Class C Interest Holders~~amounts received under clause (ii) immediately above, as ~~their interests appear herein and in the Class C Supplemental Agreement~~applicable, shall be deposited into an ~~Eligible Deposit Account~~ account to be established by Borrower (the "“Cash Collateral Account"”) ~~bearing a designation clearly indicating that~~ and governed by the Cash Collateral Agreement. So long as there is no Default or Event of Default continuing and Lender has approved (in Lender’s sole and absolute discretion) the New Asset (as defined below), Borrower shall have the right to apply the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account ~~and in all proceeds thereof. The~~ for making new, first priority mortgage loans (the “New Asset”); provided, however, that the amount available for disbursement from the Cash Collateral Account for each New Asset shall ~~be under the sole dominion and control~~ not exceed forty percent (40%) of the ~~Trustee~~ amount advanced by Borrower for such New Asset. Lender may approve such New Asset in Lender’s sole and absolute discretion and thereafter, concurrently with any disbursement of any amounts from the ~~benefit~~ Cash Collateral Account, the New Asset must be properly pledged to Lender in the same manner as the existing Asset Loans, in order for Borrower to receive any such disbursement. Borrower shall deliver a request for disbursement to Lender, at least twenty-one (21) days prior to the requested date of funding, together with all information necessary for Lender to evaluate the ~~Series 1998-1 Certificateholders and~~ New Asset (similar to the ~~Class C~~ conditions set forth in Section 3.1). Interest ~~Holders. The interest of~~ (if any) on the ~~Class C Interest Holders~~ funds contained in the Cash Collateral Account shall accrue for the benefit of Borrower and shall be ~~subordinated~~ added to ~~the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ the Cash Collateral Account ~~ceases to~~ for use as provided herein. If there is an Event of Default, Lender may, but shall not be ~~an Eligible Deposit Account~~obligated to, ~~the Trustee (or the Servicer on~~ exercise its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from remedies under the Cash Collateral ~~Account in the amounts and at the times set forth in this Supplement~~ Agreement and the ~~Class C Supplemental Agreement~~other Loan Documents. ~~All withdrawals from~~ At any time, and in its sole discretion, Borrower may elect to apply all or any portion of the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds ~~into the Cash Collateral Account. Funds on deposit~~ held in the Cash Collateral Account ~~shall be invested at the direction~~ as a partial repayment of the ~~Servicer by the Trustee in Cash Collateral Account Investments~~Loan, and once paid, such amounts shall not be re-advanced to Borrower. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior Notwithstanding anything to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority contrary set forth in this Agreement or the other Loan Documents, this Section ~~4.07). (d~~2.4(b) ~~In the event that the~~ shall be of no force or effect unless and until Borrower, Lender and a bank acceptable to Lender in its reasonable discretion shall have entered into Cash Collateral ~~Surplus on any Distribution Date, after giving effect~~ Agreement in form and substance reasonably acceptable to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral SurplusLender.

Appears in 2 contracts

Samples: Loan Agreement (IMH Financial Corp), Loan Agreement (IMH Financial Corp)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) [On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $[●] in immediately available funds into the Cash Collateral Account~~. Funds~~ .] [On each day on ~~deposit~~ which funds are released from the Pre-Funding Account pursuant to subsection 4.18(d), funds so released, to the extent available for such purpose, shall be deposited into the Cash Collateral Account up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount on such date of determination.] In addition, if on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account ~~shall be invested at~~ pursuant to Section 4.4(a)(ix) up to an amount equal to the ~~direction of~~ amount by which the ~~Servicer by the Trustee in~~ Required Cash Collateral ~~Account Investments. Funds on deposit in~~ Amount exceeds the Available Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. Amount. (b) On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses~~ required to be distributed pursuant to subsections 4.4(a)[(i)] through [(~~a) through (g) of Section 4.07~~ vi)] with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the Servicer~~ Issuer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw ~~Amount on the related Determination Date~~Amount. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a)~~ Sections 4.4(a)[(i)] through [(g) vi)] (in the order of priority set forth in ~~Section 4.07~~subsection 4.4(a)). (d) In [On [(i)] any Transfer Date [and (ii) the ~~event that~~ last day of the ~~Cash Collateral Surplus on any Distribution Date~~Funding Period, if after giving effect to all deposits to and withdrawals from the Cash Collateral Account ~~with respect to~~ on such ~~Distribution Date, is greater than zero~~date,] the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee~~, acting in accordance with the instructions of the Servicer~~, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.]

Appears in 2 contracts

Samples: Indenture Supplement (Synchrony Credit Card Master Note Trust), Indenture Supplement (Synchrony Credit Card Master Note Trust)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2011-~~1 Certificateholders and the Class C Interest Holders~~B Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2011-~~1 Certificateholders and the Class C Interest Holders~~B Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2011-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $5,063,292 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on~~ On any ~~Distribution~~ Transfer Date, if, after giving effect to all deposits to and withdrawals from the Cash Collateral Account ~~with respect to~~ on such ~~Distribution Date, is greater than zero~~date, the ~~Trustee~~amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to Section 4.11(c) to the Transferor.

Appears in 2 contracts

Samples: Indenture Supplement (World Financial Network Credit Card Master Trust), Indenture Supplement (World Financial Network Credit Card Master Trust)

Cash Collateral Account. (a) ~~The~~ On or prior to the Closing Date, the Servicer shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders, ~~as their interests appear herein and in~~ a segregated account with the ~~Class C Supplemental Agreement, an~~ corporate trust department of such Eligible ~~Deposit Account~~ Institution (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders. ~~The Cash Collateral Account shall initially be established with~~ Except as otherwise provided in this Section 4.11, the ~~Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementD Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each~~ the Rating ~~Agency~~ Agencies may consent) establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account,~~ Institution and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Account Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Indenture Supplement, and (ii) on each Payment Date prior to termination of the ~~Class C Supplemental Agreement. All withdrawals from~~ Cash Collateral Account, make a deposit into the Cash Collateral Account ~~shall be made~~ in the ~~priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided~~ amount specified in, and otherwise in ~~this Supplement and the Class C Supplemental Agreement~~accordance with, subsection 4.11(f). (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any ~~Transfer~~ Payment Date, after giving effect to any withdrawals from and deposits to the Cash Collateral Account on such ~~Transfer~~ Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following ~~Transfer~~ Payment Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.11(b), the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Indenture Trustee shall ~~maintain for~~ not hold Eligible Investments through an agent or a nominee. On each Payment Date (but subject to subsections 4.11(c) and 4.11(d)), the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities~~Investment Earnings, if any, ~~evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses)~~ accrued since the preceding ~~Transfer~~ Payment Date on funds on deposit in the Cash Collateral Account shall be ~~paid to~~ retained in the ~~Seller~~Cash Collateral Account and applied as other funds therein are applied. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this ~~Supplement~~Indenture Supplement (subject to subsections 4.11(c) and 4.11(d)), all ~~investment earnings on such funds~~ Investment Earnings shall be deemed not to be available or on deposit. (c) ~~On each Determination~~ If, on any Payment Date, the ~~Servicer shall calculate the~~ aggregate amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that available for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency distribution pursuant to ~~Section 4.07(a~~subsections 4.04(a)(iv) ~~through (g~~and 4.04(a)(viii) is less than the aggregate amount required to be distributed pursuant to subsections 4.04(a)(iv) and 4.04(a)(viii) (~~in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after~~ without giving effect to ~~all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero~~any - 28 - limitation based on Available Finance Charge Collections), the Indenture Trustee, ~~acting in accordance with~~ at the ~~instructions~~ written direction of the Servicer, shall withdraw from the Cash Collateral Account the amount of such deficiency up to the Available Cash Collateral Account Amount and, if the Available Cash Collateral Account Amount is less than such deficiency, Investment Earnings credited to the Cash Collateral Account, and ~~apply~~ deposit such amount in the Collection Account for payment first to the Class C Noteholders in respect of interest on the Class C Notes to the extent of any deficiency in amounts otherwise available under subsection 4.04(a)(iv) and then to the Class D Noteholders in respect of interest on the Class D Notes in accordance with Section 4.04. (d) On the ~~Class C Supplemental Agreement~~Series 2002-A Final Maturity Date, the Indenture Trustee at the written direction of the Servicer shall withdraw from the Cash Collateral Account an amount equal to the lesser of (i) the sum of the Class C Note Principal Balance and the Class D Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Cash Collateral ~~Surplus~~Account Amount and, if the Available Cash Collateral Account Amount is not sufficient to reduce each of the Class C Note Principal Balance and the Class D Note Principal Balance to zero, Investment Earnings credited to the Cash Collateral Account up to the amount required to reduce each of the Class C Note Principal Balance and the Class D Note Principal Balance to zero, and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders and the Class D Noteholders in accordance with subsections 5.02(f) and 5.02(h). (e) On any day following the occurrence of an Event of Default with respect to Series 2002-A and acceleration of the maturity of the Series 2002-A Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw from the Cash Collateral Account an amount equal to the Available Cash Collateral Account Amount and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders and the Class D Noteholders, in that order of priority, in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Payment Date, after giving effect to all withdrawals from the Cash Collateral Account, the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount then in effect, Available Finance Charge Collections, minus the amount described in clause (d) of the definition of Available Finance Charge Collections, shall be deposited into the Cash Collateral Account under the circumstances set forth in subsection 4.04(a)(ix) up to the amount of the Cash Collateral Account Deficiency. (g) If on any Payment Date, after giving effect to all withdrawals from and deposits to the Cash Collateral Account, the amount on deposit in the Cash Collateral Account would exceed the Required Cash Collateral Account Amount then in effect, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Transferor. On the date on which each of the Class C Note Principal Balance and the Class D Note Principal Balance has been paid in full (including amounts to be paid to the Class C Noteholders and the Class D Noteholders pursuant to subsection 4.11(d) above), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Cash Collateral Account all amounts then remaining in the Cash Collateral Account and pay such amounts to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Advanta Business Recievables Corp)

Cash Collateral Account. (a) ~~The Servicer~~ Prior to the date hereof, Borrower shall ~~establish~~ have established (i) a post office box, as designated by Agent (the “Lockbox”), over which Agent shall have exclusive and ~~maintain~~unrestricted access; and (ii) a cash collateral account at BOC in Borrower’s name (the “Cash Collateral Account”), over which BOC and Agent shall have exclusive and unrestricted access. At all times after the date hereof, Borrower shall immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and all other Collateral) into the Cash Collateral Account, and Borrower shall direct all of its Account Debtors (i) to make any wire or other electronic transfer of funds owing to Borrower directly to the Cash Collateral Account, and (ii) to mail or deliver all checks or other forms of payment for amounts owing to Borrower to the Lockbox. Except for funds deposited into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox. Agent shall collect the mail delivered to the Lockbox, open such mail, and endorse and deposit all items to the Cash Collateral Account. (b) All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall hold in trust for Agent and Lenders all amounts that Borrower receives from Account Debtors despite the ~~name~~ directions to make payments to the Cash Collateral Account, and immediately deliver such payments to BOC in their original form as received from the payor, with proper endorsements for deposit into the Cash Collateral Account. Borrower irrevocably authorizes Agent and Lenders to transfer to the Cash Collateral Account any funds from Account Debtors that have been deposited into any other accounts of ~~the Trustee~~Borrower or that Borrower has received by wire transfer, ~~on behalf of the Trust~~check, cash, or otherwise. Agent for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account Lenders shall ~~initially be established with the Trustee. The Trustee shall possess~~ have all right, title and interest in all ~~funds on deposit~~ of the items from time to time held in the Cash Collateral Account and ~~in all proceeds thereof~~their proceeds. ~~The~~ Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral ~~Account~~ Account, which shall be under the sole ~~dominion and~~ control of ~~the Trustee~~ Agent for the benefit of ~~the Series 1998-1 Certificateholders~~ Lenders. (c) Agent and ~~the Class C Interest Holders. The interest of the Class C Interest Holders~~ BOC shall transfer all sums collected in the Cash Collateral Account ~~shall be subordinated to the interests~~ into Borrower’s operating account maintained with BOC, promptly after receipt of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller sums in immediately available ~~funds into~~ funds, provided that if a Default or Event of Default has occurred and is continuing, Agent shall have the ~~Cash Collateral Account. Funds on deposit~~ right to apply amounts held in the Cash Collateral Account ~~shall be invested at~~ to the ~~direction~~ outstanding balance of the ~~Servicer by the Trustee in Cash Collateral Account Investments. Funds~~ Obligations on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposita daily basis. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Loan and Security Agreement (Cardlytics, Inc.)

Cash Collateral Account. (ai) ~~The Servicer~~ On or prior to the Closing Date, the Collateral Agent shall establish the Cash Collateral Account, the Interest Cash Collateral Sub-Account, the Reserve Cash Collateral Sub-Account and ~~maintain, in~~ the ~~name of the Trustee,~~ Non-Reserve Cash Collateral Sub-Account on behalf of the ~~Trust~~Borrower. (ii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from any (A) Collateral Disposition, ~~for~~ (B) Collateral Recovery Event or (C) without duplication to the ~~benefit of~~ foregoing clause (A), Other Collateral Collections, the ~~Series 1998-1 Certificateholders and the Class C Interest Holders~~Borrower shall promptly, ~~as their interests appear herein and~~ but in any event within one Business Day (or, in the ~~Class C Supplemental Agreement~~case of any such Net Cash Proceeds received in Canadian dollars, ~~an Eligible Deposit Account (~~within three Business Days) after the "date of receipt or collection of such Net Cash ~~Collateral Account") bearing a designation clearly indicating that~~ Proceeds by such Loan Party or any of its Subsidiaries, deposit into the ~~funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Cash Collateral Account ~~shall initially be established with~~ an amount equal to 100% of the ~~Trustee. The Trustee shall possess all right, title and interest in all funds~~ Dollar equivalent of such Net Cash Proceeds. (iii) On each date on ~~deposit from time to time~~ which the amounts deposited in the Cash Collateral Account are reconciled by the Borrower in accordance with the Borrower’s customary procedures consistent with past practice (which reconciliation shall in any event occur at least once every calendar month), the Borrower shall notify the Collateral Agent in writing of such reconciliation (providing reasonable detail thereof) and ~~in all proceeds thereof. The Cash~~ request the Collateral ~~Account shall be under~~ Agent to credit the ~~sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ funds deposited in the Cash Collateral Account ~~shall be subordinated~~ to cash collateral accounts (including joint deposit/securities accounts) (subject to the ~~interests~~ terms of the ~~Series 1998~~Security Agreement) or sub-~~1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ accounts of the Cash Collateral Account ~~ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days,~~ as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement.follows: (bA) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available~~ funds ~~into the Cash Collateral Account. Funds on deposit~~ in the Cash Collateral Account consisting of interest received or collected in respect of, or otherwise arising out of any Collateral shall be ~~invested at~~ credited to the ~~direction of the Servicer by the Trustee in~~ Interest Cash Collateral ~~Account Investments. Funds on deposit~~ Sub-Account; (B) the first $150,000,000 of funds in the Cash Collateral Account (excluding any funds described in the foregoing clause (A)), shall be credited to the Reserve Cash Collateral Sub-Account (such funds credited to the Reserve Cash Collateral Sub-Account are referred to herein as the “Reserve Funds”); and (C) funds in the Cash Collateral Account (excluding any funds described in the foregoing clauses (A) and (B)) shall be transferred to the Non-Reserve Cash Collateral Sub-Account (such funds credited to the Non-Reserve Cash Collateral Sub-Account are referred to herein as the “Non-Reserve Funds”). (iv) Within three Business Days prior to any date on ~~any Transfer Date~~which interest is required to be paid in respect of the Advances, the Borrower shall deliver an Interest Cash Collateral Sub-Account Notice to the Collateral Agent. The Collateral Agent shall, on such scheduled interest payment date, transfer funds from the Interest Cash Collateral Sub-Account (A) first, to the Administrative Agent to pay outstanding interest in respect of the Advances that is due on or prior to such date, and (B) second, to the Borrower as so requested in such Interest Cash Collateral Sub-Account Notice; provided that, before and after giving effect to any ~~withdrawals~~ transfer pursuant to this clause (B) (other than transfers that are utilized to prepay Advances), (w) the balance of the funds contained in or credited to the Interest Cash Collateral Sub-Account shall not be less than the amount of any accrued and unpaid interest in respect of the Advances as of the date of such transfer, (x) no Default or Event of Default of the type described in paragraphs (a), (c) (to the extent resulting from a breach of Section 5.04) or (f) of Section 6.01 shall have occurred and be continuing, (y) the Collateral Agent shall not have exercised remedies against the Cash Collateral Account ~~on such Transfer Date,~~ following any Event of Default and (z) the Administrative Agent shall ~~be invested~~ not have accelerated the Advances pursuant to the last paragraph of Section 6.01. (v) Upon the request of the Borrower at any time pursuant to a Reserve Cash Collateral Sub-Account Notice the Collateral Agent shall transfer to the Borrower Reserve Funds to the extent set forth in such ~~investments~~ Reserve Cash Collateral Sub-Account Notice; provided that, before and after giving effect to such transfer or transfers (other than transfers that ~~will mature so that such funds will be available for withdrawal on~~ are utilized to prepay Advances), (1) no Default or ~~prior~~ Event of Default of the type described in paragraphs (a), (c) (to the ~~following Transfer Date. No Eligible Investment~~ extent resulting from a breach of Section 5.04) or (f) of Section 6.01 shall have occurred and be ~~disposed of prior to its maturity; provided~~continuing, ~~however, that -------- -------~~ (2) the ~~Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by~~ Administrative Agent shall not have accelerated the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior Advances pursuant to the ~~Transfer Date immediately following~~ last paragraph of Section 6.01, (3) the ~~date of such investment. The Trustee~~ Collateral Agent shall ~~maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing~~ not have exercised remedies against the Cash Collateral Account ~~Investments.~~ following any Event of Default and (4) except in each case to the extent that such funds are utilized to prepay Advances, no Reserve Funds may be transferred from the Reserve Cash Collateral Sub-Account for purposes other than to finance or reimburse itself for financing unfunded commitments, protective participation purchases, protective advances in respect of REO Property and similar funding obligations, in each case solely in respect of the Collateral. (vi) On each ~~Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since~~ date that the ~~preceding Transfer Date on funds on deposit in~~ reconciliation statement for the Cash Collateral Account described in Section 5.03(d)(ii) is delivered (or, if a reconciliation statement is not delivered during any calendar month, within seven days of the last day of such calendar month), any and all amounts credited to the Non-Reserve Cash Collateral Sub-Account as of such date shall be ~~paid~~ transferred by the Collateral Agent to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not Administrative Agent to be ~~available or on deposit~~applied to (i) the prepayment of the Advances and (ii) any other Obligations that are then due and outstanding under the Loan Documents. (cvii) On ~~each Determination~~ the date that is the earlier of (A) eighteen (18) months following the Closing Date and (B) the Termination Date, and on the ~~Servicer~~ last Business Day of each calendar month thereafter, so long as any Advances or any other Obligation of any Loan Party under any Loan Document shall ~~calculate the amount (the "Required Draw Amount") by which the~~ remain unpaid, any and all amounts ~~specified~~ contained in ~~clauses (a) through (g) of Section 4.07 with respect~~ or thereafter credited to the ~~related Distribution Date exceed~~ Reserve Cash Collateral Sub-Account and the ~~amount~~ Non-Reserve Cash Collateral-Sub Account as of ~~Excess Spread and Excess Finance Charges allocated with respect~~ such date or Business Day shall be transferred by the Collateral Agent to the ~~related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice~~ Administrative Agent to be applied (i) to the ~~Trustee, in substantially~~ prepayment of the ~~form of Exhibit B, of such positive Required Draw Amount on~~ Advances and (ii) any other Obligations that are then due and outstanding under the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07)Loan Documents. (dviii) In Upon the ~~event that~~ occurrence and during the ~~Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero~~continuation of an Event of Default, the ~~Trustee~~Collateral Agent shall at the request, ~~acting in accordance~~ or may with the ~~instructions~~ consent, of the ~~Servicer~~Required Lenders, ~~shall withdraw from~~ transfer to the Administrative Agent all amounts deposited in or otherwise credited to the Cash Collateral Account, ~~and apply in accordance with~~ the ~~Class C Supplemental Agreement, an amount equal to such~~ Interest Cash Collateral ~~Surplus~~Sub-Account, the Reserve Cash Collateral Sub-Account and the Non-Reserve Cash Collateral Sub-Account, to be applied (i) to the prepayment of the Advances and (ii) any other Obligations that are then due and outstanding under the Loan Documents. (ix) All prepayments under this Section 2.05(c) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid, and, if any such prepayment is made on a day other than on the last day of the Interest Period applicable thereto, such prepayment shall be accompanied by the payment of the amounts required by Section 9.04(c).

Appears in 1 contract

Samples: Term Facility Credit and Guaranty Agreement (Capmark Financial Group Inc.)

Cash Collateral Account. (a) ~~The~~ Servicer shall establish and ~~maintain~~maintain with an Eligible Institution, which, initially shall be the Trustee, in the name of ~~the~~ Trustee, as a Series Account on behalf of the ~~Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account"”) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders. ~~The~~ In order to provide for the prompt payment to the Investor Holders, to assure availability of the amounts maintained in the Cash Collateral Account and as security for the performance by the Transferor of its obligations hereunder, Transferor, on behalf of itself and its successors and assigns, and solely for the purpose of providing for payment of distributions provided for in Section 4.17(c), hereby grants a security interest in and pledges to the Trustee and its successors and assigns, all right, title and interest in and to the Cash Collateral Account and all proceeds of the foregoing, including all securities, investments, general intangibles, financial assets and investment property from time to time credited to and any security entitlement to the Cash Collateral Account subject to the limitations set forth below (all of the foregoing, subject to the limitations set forth in this section, the “Cash Collateral Account Property”), to have and to hold all the aforesaid property, rights and privileges unto Trustee, its successors and assigns, in trust for the uses and purpose, and subject to the terms and provisions, set forth in this Section. Trustee hereby acknowledges such transfer and accepts the trust hereunder and shall ~~initially be established~~ hold and distribute the Cash Collateral Account Property in accordance with the ~~Trustee~~terms of this Section. ~~The~~ Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of ~~the~~ Trustee for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, ~~the~~ Transferor shall notify Trustee, and Trustee upon being notified (or ~~the~~ Servicer on its behalf) shall within 10 Business Days ~~(or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified ~~above as an Eligible Deposit Account~~above, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. ~~The~~ Trustee, at the direction of ~~the~~ Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this ~~Supplement and the Class C Supplemental Agreement~~Series Supplement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account from time to time shall be invested and/or reinvested at the specific written direction of ~~the~~ Servicer by ~~the~~ Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments Eligible Investments that will mature so that such funds will be available for withdrawal on ~~or prior to~~ the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or maturity unless prior to the ~~Transfer Date immediately following the date~~ maturity of such ~~investment~~Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment. ~~The~~ Trustee shall maintain for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders possession of the negotiable instruments or securities, if any, evidencing ~~the Cash Collateral Account~~ such Eligible Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables allocated to the ~~Seller~~Invested Amount and shall be part of Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On the Closing Date, Transferor shall make an initial deposit of $73,333,334 into the Cash Collateral Account. On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts specified in clauses (ai) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07xii). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Alliance Data Systems Corp)

Cash Collateral Account. ~~(a) The Servicer shall establish~~ Pursuant to the Collection Account Agreement between the Collection Account Bank, Borrower and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account Lender (the "~~Cash Collateral Account~~Collection Account Agreement") ~~bearing~~ Borrower will authorize and direct the Collection Account Bank to transfer on a ~~designation clearly indicating that the~~ daily basis all funds deposited ~~therein are held~~ in the Collection Account for Borrower's Facility to the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~cash collateral account. The ~~Cash Collateral~~ cash collateral account shall be an Eligible Account established by Lender in Lender's name. Lender may elect to change the financial institution at which the cash collateral account shall ~~initially~~ be ~~established with the Trustee~~maintained. Lender shall give Borrower not fewer than thirty (30) days prior notice of each change. The ~~Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account~~ cash collateral account shall be under the sole dominion and control of Lender. Borrower shall have no right of withdrawal in respect to the ~~Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~cash collateral account. The ~~interest~~ cash collateral account referred to in this Section 2.12(b) is referred to herein as the "Cash Collateral Account." Notwithstanding the foregoing, provided that (i) no Event of ~~the Class C Interest Holders in~~ Default shall have ever occurred and (ii) Borrower has deposited with the Cash Collateral Account ~~shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ Bank for deposit into the Cash Collateral Account ~~ceases~~ as of the Closing Date the amount agreed to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Accountby Borrower and Lender for allocation therein, and ~~shall transfer any cash and/or any investments~~ thereafter on the first Business Day prior to ~~such new Cash Collateral Account. The Trustee, at~~ the ~~direction~~ eleventh day of ~~the Servicer, shall make~~ each month deposits ~~to and withdrawals from~~ into the Cash Collateral Account in an amount equal to the ~~amounts and at~~ sum of the ~~times set forth in this Supplement~~ Required Base Debt Service Payment and the ~~Class C Supplemental Agreement. All withdrawals from~~ Capital Reserve Monthly Installment, and annually deposits into the Cash Collateral Account ~~shall be made~~ within ten (10) days after notice from Lender an amount equal to the applicable percentage of any increase in the ~~priority set forth below. The Class C Interest Holders~~ Basic Carrying Costs as reasonably determined by Lender, then Lender shall direct the Collection Account Bank not ~~be entitled~~ to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available transfer funds ~~into the Cash Collateral Account. Funds on deposit~~ in the ~~Cash Collateral~~ Collection Account ~~shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect~~ to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and ~~apply~~ shall further direct the Collection Account Bank to remit all such funds in ~~accordance with~~ the ~~Class C Supplemental Agreement~~Collection Account to the Borrower. Upon the earliest to occur of an Event of Default or the Optional Prepayment Date, ~~an amount equal~~ Lender may revoke such instructions and require the Collection Account Bank to ~~such~~ transfer funds daily to the Cash Collateral ~~Surplus~~Account as aforesaid.

Appears in 1 contract

Samples: Loan Agreement (Burnham Pacific Properties Inc)

Cash Collateral Account. (a) ~~The~~ On or prior to the Closing Date, the Servicer shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders, ~~as their interests appear herein and in~~ a segregated account with the ~~Class C Supplemental Agreement, an~~ corporate trust department of such Eligible ~~Deposit Account~~ Institution (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders. ~~The Cash Collateral Account shall initially be established with~~ Except as otherwise provided in this Section 4.11, the ~~Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementD Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each~~ the Rating ~~Agency~~ Agencies may consent) establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account,~~ Institution and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Account Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Indenture Supplement, and (ii) on each Payment Date prior to termination of the ~~Class C Supplemental Agreement. All withdrawals from~~ Cash Collateral Account, make a deposit into the Cash Collateral Account ~~shall be made~~ in the ~~priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided~~ amount specified in, and otherwise in ~~this Supplement and the Class C Supplemental Agreement~~accordance with, subsection 4.11(f). (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any ~~Transfer~~ Payment Date, after giving effect to any withdrawals from and deposits to the Cash Collateral Account on such ~~Transfer~~ Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following ~~Transfer~~ Payment Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.11(b), the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Indenture Trustee shall ~~maintain for~~ not hold Eligible Investments through an agent or a nominee. On each Payment Date (but subject to subsections 4.11(c) and 4.11(d)), the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities~~Investment Earnings, if any, ~~evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses)~~ accrued since the preceding ~~Transfer~~ Payment Date on funds on deposit in the Cash Collateral Account shall be ~~paid to~~ retained in the ~~Seller~~Cash Collateral Account and applied as other funds therein are applied. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this ~~Supplement~~Indenture Supplement (subject to subsections 4.11(c) and 4.11(d)), all ~~investment earnings on such funds~~ Investment Earnings shall be deemed not to be available or on deposit. (c) ~~On each Determination~~ If, on any Payment Date, the ~~Servicer shall calculate the~~ aggregate amount ~~(the "Required Draw Amount"~~available for distribution pursuant to subsections 4.04(a)(iv) ~~by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the~~ and 4.04(a)(viii), including, but not limited to, any amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency available pursuant to Section ~~4.07(a~~4.07, is less than the aggregate amount required to be distributed pursuant to subsections 4.04(a)(iv) ~~through (g~~and 4.04(a)(viii) (~~in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after~~ without giving effect to ~~all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero~~any limitation based on Available Finance Charge Collections), the Indenture Trustee, ~~acting in accordance with~~ at the ~~instructions~~ written direction of the Servicer, shall withdraw from the Cash Collateral Account the amount of such deficiency up to the Available Cash Collateral Account Amount and, if the Available Cash Collateral Account Amount is less than such deficiency, Investment Earnings credited to the Cash Collateral Account, and ~~apply~~ deposit such amount in the Collection Account for payment first to the Class C Noteholders in respect of interest on the Class C Notes to the extent of any deficiency in amounts otherwise available under subsection 4.04(a)(iv) and then to the Class D Noteholders in respect of interest on the Class D Notes in accordance with Section 4.04. (d) On the ~~Class C Supplemental Agreement~~Series 2003-B Final Maturity Date, the Indenture Trustee at the written direction of the Servicer shall withdraw from the Cash Collateral Account an amount equal to the lesser of (i) the sum of the Class C Note Principal Balance and the Class D Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Cash Collateral ~~Surplus~~Account Amount and, if the Available Cash Collateral Account Amount is not sufficient to reduce first, the Class C Note Principal Balance and then, the Class D Note Principal Balance to zero, Investment Earnings credited to the Cash Collateral Account up to the amount required to reduce each of the Class C Note Principal Balance and the Class D Note Principal Balance to zero, and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution first, to the Class C Noteholders and then, to the Class D Noteholders in accordance with subsections 5.02(f) and 5.02(h). (e) On any day following the occurrence of an Event of Default with respect to Series 2003-B and acceleration of the maturity of the Series 2003-B Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw from the Cash Collateral Account an amount equal to the Available Cash Collateral Account Amount and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders and the Class D Noteholders, in that order of priority, in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Payment Date, after giving effect to all withdrawals from the Cash Collateral Account, the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount then in effect, Available Finance Charge Collections, minus the amount described in clause (d) of the definition of Available Finance Charge Collections, shall be deposited into the Cash Collateral Account under the circumstances set forth in subsection 4.04(a)(ix) up to the amount of the Cash Collateral Account Deficiency. (g) If on any Payment Date, after giving effect to all withdrawals from and deposits to the Cash Collateral Account, the amount on deposit in the Cash Collateral Account would exceed the Required Cash Collateral Account Amount then in effect, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Transferor. On the date on which each of the Class C Note Principal Balance and the Class D Note Principal Balance has been paid in full (including amounts to be paid to the Class C Noteholders and the Class D Noteholders pursuant to subsection 4.11(d) above), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Cash Collateral Account all amounts then remaining in the Cash Collateral Account and pay such amounts to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Advanta Business Recievables Corp)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998~~1999-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for 31 35 the benefit of the Series ~~1998~~1999-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998~~1999-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor. The interest of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998~~1999-~~1 Certificateholders~~ A Holders as provided ~~herein~~ herein, and in the Class C Supplemental Agreement. If If, at any ~~time~~ time, the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the written direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C Interest Holders~~ Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental ~~Agreement~~Agreement and, if applicable, the agreement referred to in Section 4.7(m). (b) On the Closing Date, the Trustee shall deposit ~~the Initial Cash Collateral Amount~~ $9,000,000 received by it ~~from the Seller~~ in immediately available funds from the Cash Collateral Depositor into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed in writing by the Servicer, the Servicer having reasonably determined that the interest of the ~~1998~~Series 1999-~~1 Certificateholders~~ A Holders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998~~1999-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the ~~Seller~~Cash Collateral Depositor. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (gh) of Section ~~4.07~~ 4.7 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated to Series 1999-A with respect to the related Monthly Period. In the 32 36 event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the ~~Trustee, in substantially~~ Trustee and the ~~form of Exhibit B,~~ Cash Collateral Depositor of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.7(a) through (gh) (in the order of priority set forth in Section ~~4.07~~4.7). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii)

Cash Collateral Account. (ai) ~~The Servicer~~ On or prior to the Closing, the Company shall establish with a bank acceptable to the Collateral Agent (as defined in Section 4(q)) (the "Cash Collateral Bank") a deposit account (together with all monies on deposit in such deposit account and ~~maintain~~all certificates and instruments, ~~in the name of the Trustee~~if any, ~~on behalf of the Trust~~representing or evidencing such deposit account, ~~for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (~~the "Cash Collateral Account"~~) bearing a designation clearly indicating that~~ ), and shall cause the ~~funds deposited therein are held for~~ Cash Collateral Bank to enter to an account control agreement with the ~~benefit~~ Collateral Agent, substantially in the form of Exhibit M. Upon the request of the ~~Series 1998-1 Certificateholders~~ Collateral Agent, the Company shall also execute and deliver such other customary agreements and instruments necessary to grant the ~~Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and~~ Buyers a first priority perfected security interest ~~in all funds on deposit from time to time~~ in the Cash Collateral Account ~~and in all proceeds thereof~~to secure the Initial Notes. The Company agrees that it shall not permit the Cash Collateral Account ~~shall~~ to be ~~under~~ subject to any lien, pledge, charge, security interest or other encumbrance other than as provided in the ~~sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders.~~ immediately preceding sentence. (ii) The ~~interest of the Class C Interest Holders~~ funds in the Cash Collateral Account shall be ~~subordinated~~ distributed as set forth below: (1) If the Agreement Condition (as defined below in Section 4(p)(iii)) is satisfied on or before January 31, 2005, then on the third Business Day after the date the Agreement Condition is satisfied, the Collateral Agent shall deliver written instructions to ~~the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ the Cash Collateral ~~Account ceases~~ Bank directing the release of $1,250,000 less any amount previously released pursuant to ~~be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf~~Section 4(p)(ii)(4) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account to the Company; (2) If the Transaction Condition (as defined below in Section 4(p)(iii)) is satisfied on or before March 31, 2005, then on the third Business Day after the date the Transaction Condition is satisfied, the Collateral Agent shall deliver written instructions to the Cash Collateral Bank directing the release of the balance of any amount remaining in the ~~amounts and at~~ Cash Collateral Account to the ~~times set forth~~ Company; (3) Upon delivery by any holder or holders of the Initial Notes (each a "Redeeming Holder" and, collectively, the "Redeeming Holders") of a Condition Failure Redemption Notice (as defined in ~~this Supplement and~~ the ~~Class C Supplemental Agreement. All withdrawals~~ Notes), the Collateral Agent shall deliver written instructions to the Cash Collateral Bank directing the release of funds from the Cash Collateral Account to the Redeeming Holders; (4) In connection with any conversion by a holder of the Initial Notes that is subject to Section 3(e) of the Initial Notes, the Cash Collateral Agent shall ~~be made in~~ deliver written instructions to the ~~priority set forth below. The Class C Interest Holders shall not be entitled~~ Cash Collateral Bank directing the release to ~~reimbursement from~~ the ~~Trust Assets for any withdrawals~~ Company, from the Cash Collateral ~~Account except as specifically provided~~ Account, of the amount determined in ~~this Supplement and~~ accordance with formula set forth in Section 3(e) of the ~~Class C Supplemental Agreement.~~Initial Notes; and (b5) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit If any balance remains in the Cash Collateral Account on ~~any Transfer~~ the Maturity Date, ~~after giving effect~~ the Collateral Agent shall deliver written instructions to ~~any withdrawals from~~ the Cash Collateral ~~Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ Bank directing it to release to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest holders of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is~~ Initial Notes (allocated pro rata among the holders based on the principal amount of the Initial Notes held ~~to its maturity. The proceeds~~ by each holder) the balance of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit amount remaining in the Cash Collateral ~~Account shall be paid to the Seller.~~ Account. (iii) For purposes of ~~determining~~ this Agreement, (A) "Agreement Condition" means the ~~availability~~ Company shall have entered into definitive agreements for Permitted Acquisitions; (B) "Transaction Condition" means the Company shall have consummated Permitted Acquisitions pursuant to the terms of ~~funds or~~ the ~~balances~~ definitive agreements that satisfied in the ~~Cash Collateral Account for any reason under this Supplement~~aggregate the Agreement Condition; (C) a "Permitted Acquisition" means the purchase by the Company of a Person with (I) EBITDA during the twelve (12) months immediately preceding the acquisition as set forth in the most recent financial statements of such Person, ~~all investment earnings on~~ which financial statements are as of a period ending no earlier than sixty (60) days prior to such ~~funds shall be deemed~~ acquisition of not less than $750,000 and (II) revenues during the twelve (12) months immediately preceding the acquisition as set forth in the most recent financial statements of such Person, which financial statements are as of a period ending no earlier than sixty (60) days prior to ~~be available~~ such acquisition of not less than $4,000,000, in each case as calculated in accordance with such Person's audited financial statements or ~~on deposit.~~ as otherwise evidenced to the Buyers in written form satisfactory to the Buyers in their sole discretion; and (cD) ~~On each Determination Date, the Servicer shall calculate the amount (the~~ "~~Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07~~ EBITDA" means with respect to any Person for any applicable period, the ~~related Distribution Date exceed~~ Net Income of such Person and its subsidiaries for such period, plus without duplication, the ~~amount~~ sum of ~~Excess Spread~~ the following amounts of such Person and ~~Excess Finance Charges allocated~~ its subsidiaries for such period and to the extent deducted in determining Net Income of such Persons for such period: (1) Net Interest Expense, (2) income tax expense, (3) depreciation expense, and (4) amortization expense, (E) "Net Income" means, with respect to ~~the related Monthly Period. In the event that~~ any Person for any ~~Distribution Date the Required Draw Amount is greater than zero~~applicable period, the ~~Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B,~~ net income (loss) of such ~~positive Required Draw Amount~~ Person for such period, determined on ~~the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account~~ a consolidated basis and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with ~~the instructions of the Servicer~~generally accepted accounting principles, ~~shall withdraw~~ but excluding from the ~~Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.~~determination of Net Income (without duplication):

Appears in 1 contract

Samples: Securities Purchase Agreement (Advanced Photonix Inc)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, a "CASH COLLATERAL ACCOUNT" which shall be an Eligible Deposit ~~Account (the "Cash Collateral~~ Account") , bearing ~~a designation~~ designations clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee~~Depositor, as their interests appear herein. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor as their interests appear herein. The ~~interest~~ interests of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998~~1996-~~1 Certificateholders~~ A Holders as provided herein and in the ~~Class C Supplemental~~ Cash Collateral Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 thirty calendar days, as to which each Rating Agency ~~may~~ shall consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the deposit to be made on such date by the Cash Collateral Depositor, (ii) on the date any additional deposit is made to the Cash Collateral Account pursuant to the Cash Collateral Agreement, deposit in the Cash Collateral Account the additional deposit to be made on such date, (iii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in ~~this Supplement~~ paragraphs (c) through and including (l) below, and (iv) on each Distribution Date prior to the ~~Class C Supplemental Agreement~~termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.7(l). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C Interest Holders~~ Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided ~~in this Supplement and the Class C Supplemental Agreement~~herein. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer (or the Cash Collateral Depositor, if so provided in the Class C Supplemental Agreement) by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; ~~provided~~PROVIDED, ~~however~~HOWEVER, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the ~~1998~~Series 1996-~~1 Certificateholders~~ A Holders may be adversely affected if such Eligible Investment is held to ~~its~~ maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the ~~negotiable~~ instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ distributed to the ~~Seller~~Cash Collateral Depositor or its designee. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "~~Required Draw Amount~~CLASS A REQUIRED DRAW AMOUNT") ~~by which~~ (determined after giving effect to any distribution to be made pursuant to Section 4.5(a) on the ~~amounts specified in clauses~~ related Distribution Date) equal to the excess, if any, of (ai) ~~through (g) of Section 4.07~~ the Class A Required Amount, if any, with respect to ~~the related~~ such Distribution Date ~~exceed~~ over (ii) the amount of Excess Spread and Excess Finance ~~Charges~~ Charge Collections allocated ~~with respect~~ to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency Series 1996-A available pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.to

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)

Cash Collateral Account. (a) ~~The Servicer shall establish and maintain~~On or prior to the Closing Date, the Cash Collateral Account will be established by the Seller in the name of the ~~Trustee, on behalf~~ Administrative Agent for the benefit of the ~~Trust~~Purchaser and FSA. The Cash Collateral Account will be funded on the date of the initial Purchase in the amount of the Initial Cash Collateral Amount from an initial deposit by the Seller. During the term of the Backup Servicing Agreement (including the term of this Agreement for any period in which the Backup Servicer is the successor Servicer), the Cash Collateral Accounts shall be maintained with The Bank of New York unless The Bank of New York ceases to be an Eligible Institution. (b) Funds on deposit in the Cash Collateral Account shall be invested in Eligible Investments selected in writing by the Servicer; PROVIDED, that following the occurrence of a Servicer Termination Event, the Servicer shall continue to select such Eligible Investments unless the Controlling Party notifies the Servicer that the Controlling Party shall select such Eligible Investments; PROVIDED, FURTHER, that it is understood and agreed that the Controlling Party shall not be liable for any loss arising from such investments in Eligible Investments. All such Eligible Investments shall be held for the benefit of the Purchaser, FSA and the Seller. Funds on deposit in the Cash Collateral Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding each Settlement Date. (c) The Backup Servicer, for the benefit of the ~~Series 1998-1 Certificateholders~~ Purchaser and the ~~Class C Interest Holders~~Seller, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. ~~The~~ Except as otherwise provided for herein, the Cash Collateral Account shall be under the sole dominion and control of the ~~Trustee~~ Backup Servicer for the benefit of the ~~Series 1998-1 Certificateholders~~ Purchaser and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementSeller. If at any ~~time~~ time, the Cash Collateral Account ceases to be an Eligible Deposit Account, then the ~~Trustee~~ Seller (or the Backup Servicer on its behalf) shall within 10 five (5) Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each Rating Agency~~ the Purchaser may consent) establish a new Cash Collateral Account ~~meeting the conditions specified above~~ as an Eligible Deposit ~~Account,~~ Account and shall transfer any cash and/or any investments to such new Cash Collateral Account. In connection with the foregoing, the Backup Servicer agrees that it shall notify the Administrative Agent in writing promptly upon the Cash Collateral Account ceasing to be an Eligible Deposit Account. (d) The ~~Trustee~~Backup Servicer shall have the power, at revocable by the ~~direction of~~ Controlling Party, to instruct the ~~Servicer, shall~~ Eligible Institution to make ~~deposits to~~ withdrawals and ~~withdrawals~~ payments from the Cash Collateral Account in for the ~~amounts and at~~ purpose of permitting the ~~times set forth in this Supplement and~~ Backup Servicer to carry out its duties hereunder; PROVIDED, that if such power is revoked, the ~~Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account~~ Backup Servicer shall be ~~made in the priority set forth below. The Class C Interest Holders shall not be entitled~~ relieved of its duties to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds make allocations of amounts on deposit in the Cash Collateral ~~Account shall be invested at~~ Account. (e) If the ~~direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds~~ amount on deposit in the Cash Collateral Account on any ~~Transfer Date,~~ Settlement Date (after giving effect to any deposits therein and withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency therefrom pursuant to ~~Section 4.07(a~~SECTIONS 2.03(c)(ii)) ~~through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to~~ and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.2.03

Appears in 1 contract

Samples: Receivables Purchase Agreement (Motor Coach Industries International Inc)

Cash Collateral Account. ~~(a) The Servicer~~ Throughout the term of both Facilities and while any Letters of Credit and/or Revolving Loans under Facility 2 are outstanding, the Borrower shall ~~establish and maintain, in~~ maintain a cash collateral account with the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account Bank (the "“Cash Collateral Account~~") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~”). The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control minimum amount of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds monies on deposit in the Cash Collateral Account shall at all times be ~~invested at the direction~~ no less than an amount equal to 100% of the ~~Servicer by~~ aggregate Stated Amount of all outstanding Letters of Credit plus all Revolving Loans made under Facility 2. Prior to the ~~Trustee~~ Bank making any Revolving Loan, or issuing any Letter of Credit under Facility 2, the Parent shall deposit, in immediately available funds, an amount necessary into the Cash Collateral Account ~~Investments~~so that the requirements set forth in the previous sentence are satisfied. ~~Funds on deposit~~ The Borrower represents to the Bank that all monies in the Cash Collateral Account will be owned by the Parent and consequently the Cash Collateral Account shall be titled in the Parent’s name; in the event, however, that any Borrower (other than the Parent) has any interest in or ownership of such monies, the Parent is hereby appointed as agent of said Borrower for all purposes relating to such Cash Collateral Account, including the opening thereof and any distribution of monies therefrom. Pursuant to the Pledge Agreement, the Borrower has granted, and does hereby grant, to the Bank as security for the Obligations, a first and only lien on and security interest in and to the Cash Collateral Account and all monies deposited therein and all proceeds thereof. The Letters of Credit are presently secured by cash collateral, and the Borrower hereby authorizes the Bank to deposit such existing cash into the Cash Collateral Account. The Parent agrees that in the event of a drawing under any ~~Transfer Date, after giving effect~~ Letter of Credit the Bank is authorized to ~~any withdrawals~~ immediately debit the amount thereof from the Cash Collateral Account ~~on such Transfer Date~~as reimbursement therefor. Upon the occurrence of an Event of Default, in addition to all other remedies set forth in the Loan Documents, the Bank shall be ~~invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ entitled to apply the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account ~~shall be paid~~ to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the TrusteeObligations, in ~~substantially the form of Exhibit B, of~~ such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of ~~priority set forth~~ application as the Bank may in ~~Section 4.07)~~its sole discretion elect. (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Credit Agreement (Lincoln Educational Services Corp)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementVFN Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. The Servicer shall give a written standing instruction for such investments, and amounts in such account will not be invested if the Servicer fails to give such instructions to the Indenture Trustee. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in~~ required to be distributed pursuant to clauses (a5.4(a)(i) through (gviii) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, the Servicer shall ~~be withdrawn~~ direct the Indenture Trustee in writing to withdraw from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~clauses 5.4(a)(i) through (gviii) (in the order of priority set forth in ~~Section 4.07~~subsection 5.4(a)). (d) In On the ~~event that~~ Amendment Date, the Indenture Trustee shall withdraw all funds on deposit in the Cash Collateral ~~Surplus on any Distribution Date~~Account and shall distribute such amount to the Transferor. If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and distribute such amounts remaining after application pursuant to subsection 5.10(c) to the Transferor.

Appears in 1 contract

Samples: Series 2009 VFN Indenture Supplement (Alliance Data Systems Corp)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2001-~~1 Certificateholders and~~ A Noteholders, a segregated trust account with the ~~Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an~~ corporate trust department of such Eligible ~~Deposit Account~~ Institution (the "Cash Collateral Account") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2001-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2001-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferors shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each~~ the Rating Agency ~~may consent)~~ has consented), establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Indenture Trustee, at the direction of the Servicer, shall (i) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Account Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Indenture Supplement, and ~~the Class C Supplemental Agreement. All withdrawals from~~ (ii) on each Payment Date make a deposit into the Cash Collateral Account ~~shall be made~~ in the ~~priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided~~ amount specified in, and otherwise in ~~this Supplement and the Class C Supplemental Agreement~~accordance with, subsection 4.04(a)(ix). (b) On the Closing Date, the Indenture Trustee shall deposit into the ~~Initial~~ Cash Collateral ~~Amount~~ Account $_________ received by it ~~from the Seller~~ in immediately available funds ~~into the Cash Collateral Account~~from ______________. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any ~~Transfer~~ Payment Date, after giving effect to any withdrawals from the Cash Collateral Account on such ~~Transfer~~ Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following ~~Transfer~~ Payment Date. No The Indenture Trustee shall: (i) hold each Eligible Investment that constitutes investment property through a Securities Intermediary, which Securities Intermediary shall agree with the Indenture Trustee that (A) such investment property at all times shall be credited to a securities account of the Indenture Trustee, (B) all property credited to such securities account shall be treated as a financial asset, (C) such Securities Intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (D) such Securities Intermediary shall comply with entitlement orders originated by the Indenture Trustee without the further consent of any other person or entity, (E) such Securities Intermediary shall not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by any person or entity other than the Indenture Trustee, (F) such securities account and all property credited thereto shall not be subject to any lien, security interest, right of set-off, or encumbrance in favor of such Securities Intermediary or anyone claiming through such Securities Intermediary (other than the Indenture Trustee), and (G) such agreement between such Securities Intermediary and the Indenture Trustee shall be governed by the laws of the State of New York; and (ii) maintain possession of each other Eligible Investment not described in clause (i) above; provided, that no Eligible Investment shall be disposed of prior to its ~~maturity; provided, however,~~ maturity date. Terms used in clause (i) above that ~~-------- -------~~ are defined in the ~~Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by~~ New York UCC and not otherwise defined herein shall have the ~~Servicer,~~ meaning set forth in the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each ~~Transfer~~ Payment Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding ~~Transfer~~ Payment Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account to the ~~Seller.~~ extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount, and the balance, if any, shall be [paid by the Indenture Trustee to the Trust to be distributed to the holders of the Transferors' Interest as provided in the Trust Agreement.] For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all~~ except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on deposit. (c) On or before each ~~Determination~~ Payment Date, the Servicer shall calculate the amount (the "Required Cash Collateral Draw Amount") by which the amounts specified in ~~clauses~~ subsections 4.04(a)(i), (aii), (iii), (iv), (v), (vi) ~~through~~ and (gvii) of ~~Section 4.07 with respect to the related Distribution Date~~ this Indenture Supplement exceed the ~~amount of Excess Spread and Excess~~ Available Investor Finance ~~Charges allocated with respect~~ Charge Collections available to ~~the related Monthly Period~~pay such amounts. In the event that for any ~~Distribution~~ Payment Date the Required Cash Collateral Draw Amount is greater than zero, the Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Cash Collateral Draw Amount and on the ~~related Determination Date. On the related Transfer~~ Payment Date, the Required Cash Collateral Draw ~~Amount, if any,~~ Amount up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to the Paying Agent to fund any deficiency pursuant to ~~Section 4.07(a~~subsection 4.04(a)(i), (ii), (iii), (iv), (v), (vi) ~~through~~ or (gvii) of this Indenture Supplement (in the order of priority set forth in ~~Section 4.07~~subsection 4.04(a)). (d) In the event that the Cash Collateral Surplus on any ~~Distribution~~ Payment Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such ~~Distribution~~ Payment Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw the Cash Collateral Surplus from the Cash Collateral Account, and ~~apply~~ pay such amounts to the Trust to be distributed to the Transferors in accordance with the ~~Class C Supplemental~~ Trust Agreement~~, an amount equal to such Cash Collateral Surplus~~.

Appears in 1 contract

Samples: Indenture Supplement (Conseco Finance Credit Card Funding Corp)

Cash Collateral Account. (a) ~~The Servicer~~ On the Initial Closing Date, each Property Closing Date and pursuant to the Cash Collateral Security Documents, the Lessee shall ~~establish and maintain, in~~ pledge to the ~~name of the Trustee, on behalf of the Trust~~Agent, for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest Holders~~Lenders, as ~~their interests appear herein and~~ security for the Cash Collateral Obligations, by delivery to the Intermediary or by otherwise depositing into the Cash Collateral Account, Cash Collateral (which may be in the ~~Class C Supplemental Agreement~~form of cash or Cash Equivalents or a combination thereof) in an amount such that the Total Coverage Amount after such pledge or deposit on such date is equal to or greater than the Required Cash Collateral Balance as of such date; (b) On each February 15th May 15th, ~~an Eligible Deposit Account~~ August 15th, November 15th (unless such day is not a Business Day, then on the previously occurring Business Day) (each such date, a "Cash Collateral ~~Account~~Compliance Date"), the Lessee shall furnish to the Agent an Officer's Certificate in the form of Exhibit G setting forth the Lessee's calculation, in reasonable detail, demonstrating compliance by the Lessee with the provisions of this Section 5.4 as of such date; (i) ~~bearing a designation clearly indicating~~ If on any Cash Collateral Compliance Date or on any other date that the ~~funds deposited therein are held for~~ Agent provides notice to the ~~benefit~~ Lessee that the Total Coverage Amount shall be less than the Required Cash Collateral Balance, as of such date, then the Lessee shall pledge to the Agent, by delivery to the Intermediary or by otherwise depositing into the Cash Collateral Account, additional Cash Collateral in an amount such that the Total Coverage Amount after such pledge or deposit on such Cash Collateral Compliance Date or within two (2) Business Days of such notice is equal to or greater than the Required Cash Collateral Balance as of such date. (ii) If on any Cash Collateral Compliance Date or the date one (1) Business Day after the completion of an assignment to a Mortgage Lender other than the Wachovia Mortgage Lender the Total Coverage Amount shall be greater than the Required Cash Collateral Balance as of such date, and provided no Default or Event of Default has occurred and is continuing, upon the written request of the ~~Series 1998-1 Certificateholders~~ Lessee, the Agent shall cause the Intermediary to convey to the Lessee and otherwise release from the Lien of the Cash Collateral Security Documents, a portion of the Cash Collateral (as requested by the Lessee); provided, in no event shall the Lessee request the conveyance and release of, and in no event shall the Agent be required to cause the Intermediary to convey and release, any Cash Collateral if as a result of such conveyance and release the Total Coverage Amount will be less than the Required Cash Collateral Balance after taking into account unfunded Requisitions as of such date. (d) The Lessor and the ~~Class C Interest Holders. The~~ Lessee hereby acknowledge and agree that the Cash Collateral Account ~~shall initially be established with~~ (and the ~~Trustee. The Trustee shall possess all right, title and interest in all funds~~ Cash Collateral on deposit therein from time to ~~time~~ time) constitutes additional Collateral to secure any and all Cash Collateral Obligations and the Lessor and the Lessee agree to execute and deliver any agreements, financing statements, instruments or other documents reasonably requested by the Agent to perfect the security interest of the Credit Lenders the Wachovia Mortgage Lender or the Lessor in the Cash Collateral Account ~~and in all proceeds thereof. The~~ (including without limitation the Cash Collateral ~~Account shall be under~~ Security Documents). (e) Notwithstanding any provision contained herein or in any other Operative Agreement to the ~~sole dominion and control~~ contrary: (i) upon delivery to the Agent of the ~~Trustee~~ Termination Value for ~~the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ all Properties less an amount actually in the Cash Collateral ~~Account shall be subordinated to~~ as of such date, the ~~interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ Agent may, apply the Cash Collateral Account ~~ceases~~ to ~~be an Eligible Deposit Account~~the remaining balance of the Termination Value, (ii) provided no Lease Default or Lease Event of Default has occurred and is continuing, upon (A) payment in full of the principal of and interest on the Credit Notes, the ~~Trustee (or~~ Mortgage Notes held by the ~~Servicer on its behalf) shall within 10 Business Days (or such longer period~~Wachovia Mortgage Lender, ~~not to exceed 30 calendar days~~the Lessor Advances and Lessor Yield, ~~as to which each Rating Agency may consent) establish a new~~ all other Cash Collateral ~~Account meeting~~ Obligations and all other amounts owing by Lessee pursuant to the ~~conditions specified above as an Eligible Deposit Account,~~ Operative Agreements and ~~shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction~~ (B) termination of the ~~Servicer~~Commitments of the Credit Lenders, ~~shall make deposits to and withdrawals from~~ the ~~Cash Collateral Account in the amounts and at the times set forth in this Supplement~~ Wachovia Mortgage Lender and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing DateLessor, the ~~Trustee shall deposit~~ Agent shall, upon the ~~Initial Cash Collateral Amount received by it from~~ written request of the ~~Seller in immediately available funds into the Cash Collateral Account. Funds~~ Lessee, cause all amounts being held on deposit in the Cash Collateral Account ~~shall~~ to be ~~invested at~~ returned to the ~~direction~~ Lessee or (iii) provided, the Lessee has properly elected either the Immediate Purchase Option or the Purchase Option and complies with the provisions of the ~~Servicer~~ Operative Agreements applicable thereto, the Agent is not prohibited by ~~the Trustee in Cash Collateral Account Investments. Funds on deposit in~~ any Governmental Authority or Law from distributing the Cash Collateral ~~Account on~~ to the Cash Secured Parties or any ~~Transfer Date~~other Financing Party, ~~after giving effect~~ no Lease Event of Default has occurred and is continuing and Lessee has delivered to ~~any withdrawals from~~ the Agent in good and immediately available Dollars an amount equal to the Termination Value for all Properties less the amount of Cash Collateral which is not so prohibited to be applied to the Termination Value for all Properties, then the Agent shall distribute the Cash Collateral ~~Account on~~ in accordance with Section 8.7(b)(vi) of the Participation Agreement (for the avoidance of doubt, such ~~Transfer Date~~distribution of the Termination Value may include Cash Collateral being distributed to Financing Parties other than the Cash Secured Parties). After all such payments have been made, ~~shall be invested in such investments that will mature so that such funds~~ the Properties will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting transferred in accordance with the ~~instructions of~~ Immediate Purchase Option or the ~~Servicer~~Purchase Option, ~~shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus~~as applicable.

Appears in 1 contract

Samples: Participation Agreement (Cypress Semiconductor Corp /De/)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 A Certificateholders and the ~~Class C~~ Collateral Interest ~~Holders~~Holder, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 A Certificateholders and the ~~Class C~~ Collateral Interest ~~Holders~~Holder. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 A Certificateholders and the ~~Class C~~ Collateral Interest ~~Holders~~Holder. The interest of the ~~Class C~~ Collateral Interest ~~Holders~~ Holder in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 A Certificateholders as provided herein and in the ~~Class C Supplemental~~ Loan Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the ~~Class C Supplemental~~ Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C~~ Collateral Interest ~~Holders~~ Holder shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the ~~Class C Supplemental~~ Loan Agreement. (b) On the Closing Date, the Trustee shall deposit ~~the Initial Cash Collateral Amount~~ $23,000,000 received by it ~~from the Seller~~ in immediately available funds pursuant to the Loan Agreement into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the Series 1998-1 A Certificateholders and the Collateral Interest Holder may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 A Certificateholders and the ~~Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash~~ Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.Interest

Appears in 1 contract

Samples: Series 1998 a Supplement (Advanta Credit Card Master Trust Ii)

Cash Collateral Account. (ai) ~~The Servicer shall establish and maintain, in~~ If the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the Borrower is required to deposit funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account pursuant to Section 2.5(c), Section 2.16, Section 7.2(b) or Section 7.3(b) or any other provision under this Agreement, then the Borrower and ~~in all proceeds thereof. The~~ the Administrative Agent shall establish the Cash Collateral Account and the Borrower shall ~~be under~~ execute any documents and agreements, including the ~~sole dominion~~ Administrative Agent's standard form assignment of deposit accounts, that the Administrative Agent reasonably requests in connection therewith to establish the Cash Collateral Account and ~~control~~ grant the Administrative Agent an Acceptable Security Interest in such account and the funds therein. The Borrower hereby pledges to the Administrative Agent and grants the Administrative Agent a security interest in the Cash Collateral Account, whenever established, all funds held in the Cash Collateral Account from time to time, and all proceeds thereof as security for the payment of the ~~Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ Secured Obligations. (ii) Funds held in the Cash Collateral Account shall be ~~subordinated~~ held as cash collateral for obligations with respect to Letters of Credit and promptly applied by the ~~interests~~ Administrative Agent at the request of the ~~Series 1998-1 Certificateholders as provided herein and in~~ Issuing Lender to any reimbursement or other obligations under Letters of Credit that exist or occur. To the ~~Class C Supplemental Agreement. If at~~ extent that any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available surplus funds ~~into the Cash Collateral Account. Funds on deposit~~ are held in the Cash Collateral Account ~~shall be invested at~~ above the ~~direction~~ Letter of Credit Exposure during the ~~Servicer by~~ existence of an Event of Default the ~~Trustee in Cash Collateral Account Investments. Funds on deposit~~ Administrative Agent may (A) hold such surplus funds in the Cash Collateral Account ~~on any Transfer Date, after giving effect~~ as cash collateral for the Secured Obligations or (B) apply such surplus funds to any ~~withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested~~ Secured Obligations in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so any manner directed by the ~~Servicer~~Required Lenders. If no Default exists, the ~~Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is~~ Administrative Agent shall release any surplus funds held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account ~~shall be paid~~ above the Letter of Credit Exposure to the ~~Seller. For purposes of determining~~ Borrower at the ~~availability of funds or the balances~~ Borrower's written request, unless such surplus amounts are otherwise required to be held in the Cash Collateral Account ~~for any reason under~~ pursuant to the terms of this ~~Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit~~Agreement. (ciii) ~~On each Determination Date~~Funds held in the Cash Collateral Account may be invested in Liquid Investments maintained with, and under the sole dominion and control of, the ~~Servicer~~ Administrative Agent or in another investment if mutually agreed upon by the Borrower and the Administrative Agent, but the Administrative Agent shall ~~calculate~~ have no obligation to make any investment of the ~~amount (~~funds therein. The Administrative Agent shall exercise reasonable care in the ~~"Required Draw Amount") by which the amounts specified~~ custody and preservation of any funds held in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and ~~distributed~~ shall be deemed to ~~fund any deficiency pursuant~~ have exercised such care if such funds are accorded treatment substantially equivalent to ~~Section 4.07(a) through (g) (in~~ that which the ~~order of priority set forth in Section 4.07). (d) In the event~~ Administrative Agent accords its own property, it being understood that the ~~Cash Collateral Surplus on~~ Administrative Agent shall not have any ~~Distribution Date, after giving effect~~ responsibility for taking any necessary steps to ~~all deposits to and withdrawals from the Cash Collateral Account~~ preserve rights against any parties with respect to any such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplusfunds.

Appears in 1 contract

Samples: Credit Agreement (Extraction Oil & Gas, Inc.)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class~~ C ~~Interest Holders~~Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class~~ C ~~Interest Holders~~Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class~~ C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementNoteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $5,569,621 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementVFN Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in~~ required to be distributed pursuant to clauses (a5.4(a)(i) through (gix) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~clauses 5.4(a)(i) through (gix) (in the order of priority set forth in ~~Section 4.07~~subsection 5.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 5.10(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Alliance Data Systems Corp)

Cash Collateral Account. ~~(a) The Servicer~~ If any LC Outstandings, whether or not then due or payable, shall ~~establish and maintain~~for any reason be outstanding at any time, then Borrowers shall forthwith deposit with Agent, in ~~the name~~ cash, an amount equal to 100% of the ~~Trustee,~~ aggregate amount of LC Outstandings. Borrowers’ failure to make any such deposit on ~~behalf~~ the first Business Day following the date on which such LC Outstandings arise shall constitute an immediate Event of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account Default. Such cash (~~the "Cash Collateral Account"~~together with any interest accrued thereon) ~~bearing a designation clearly indicating that the funds deposited therein are~~ shall be held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time by Agent in the Cash Collateral Account and may be invested, in ~~all proceeds thereof~~Agent's discretion, in Cash Equivalents. ~~The Cash Collateral Account shall be under the sole dominion~~ Each Borrower hereby pledges to Agent and ~~control of the Trustee~~ grants to Agent a security interest in, for the benefit of Agent in such capacity and for the ~~Series 1998-1 Certificateholders~~ Pro Rata benefit of Lenders, all Cash Collateral held in the Cash Collateral Account from time to time and all proceeds thereof, as security for the payment of all Obligations, whether or not then due or payable. At any time when (i) there has not occurred and is continuing an Event of Default and (ii) Cash Collateral in the Cash Collateral Account exceeds the LC Outstandings, Agent shall, within one (1) Business Day of the written request from Borrower, release such excess Cash Collateral form the liens granted in this Section 1.2.7 and return such excess Cash Collateral to the Borrower. From time to time after cash is deposited in the Cash Collateral Account, Agent may, after the occurrence and during the continuance of an Event of Default, apply Cash Collateral then held in the Cash Collateral Account to the payment of any amounts, in such order as Agent may elect, as shall be or shall become due and payable by Borrowers to Agent or any Lender with respect to the LC Outstandings that may be then outstanding. Neither any Borrower nor any other Person claiming by, through or under or on behalf of any Borrower shall have any right to withdraw any of the Cash Collateral held in the Cash Collateral Account, including any accrued interest, provided that upon termination or expiration of all Letters of Credit and the ~~Class C Interest Holders. The interest~~ payment and satisfaction of all of the ~~Class C Interest Holders~~ LC Outstandings, any Cash Collateral remaining in the Cash Collateral Account shall be ~~subordinated~~ returned to ~~the interests~~ Borrowers unless an Event of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) Default then exists (in ~~the order of priority set forth in Section 4.07). (d) In the~~ which event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and Agent may apply ~~in accordance with the Class C Supplemental Agreement, an amount equal to~~ such Cash Collateral ~~Surplus~~to the payment of any other Obligations outstanding, with any surplus to be turned over to Borrowers).”

Appears in 1 contract

Samples: Loan and Security Agreement (Integrated Electrical Services Inc)

Cash Collateral Account. All sums of money that are delivered pursuant to this §4 to the Priority Lien Collateral Agent as bailee for the Collateral Agent pursuant to the Intercreditor Agreement shall be deposited into an interest bearing account with the Priority Lien Collateral Agent or another financial institution selected by the Priority Lien Collateral Agent in its sole discretion (~~a) The Servicer shall establish and maintain~~any such account, whether maintained with the Priority Lien Collateral Agent or in the Priority Lien Collateral Agent’s name of as customer being herein referred to as the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "“Cash Collateral Account~~") bearing a designation clearly indicating that~~ ”). Some or all of the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account may be invested in time deposits, including certificates of deposit issued by the Priority Lien Collateral Agent or the Collateral Agent or another financial institution selected by the Priority Lien Collateral Agent in its sole discretion (such certificates of deposit or other time deposits being hereinafter referred to, collectively, as “Time Deposits”), that are satisfactory to the Priority Lien Collateral Agent and the Collateral Agent, provided, in ~~all proceeds thereof. The Cash~~ any such case, arrangements satisfactory to the Collateral ~~Account shall be under~~ Agent are made to perfect, and to ensure the ~~sole dominion and control~~ first priority of the ~~Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C~~ Collateral Agent’s security interest in such Time Deposits (subject, as to priority, only to Permitted Prior Liens). Interest ~~Holders. The interest of the Class C Interest Holders in~~ earned on the Cash Collateral Account and on the Time Deposits, and the principal of the Time Deposits at maturity that is not invested in new Time Deposits, shall be ~~subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and~~ deposited in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, ~~after giving effect~~ all sums from time to ~~any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ time standing to the ~~following Transfer Date. No Eligible Investment shall be disposed~~ credit of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, any and ~~apply in accordance~~ all Time Deposits, any and all instruments or other writings evidencing Time Deposits and any and all proceeds of any thereof are hereinafter referred to as the “Cash Collateral.” If the Cash Collateral Account is not maintained with the ~~Class C Supplemental~~ Priority Lien Collateral Agent, subject to the Intercreditor Agreement, the Pledgor shall, at the Collateral Agent’s request and option, pursuant to an ~~amount equal~~ agreement in form and substance satisfactory to the Collateral Agent, either (a) cause the depositary bank with which the Cash Collateral Account is maintained to agree to comply at any time with instructions from the Collateral Agent to such depositary bank directing the funds comprising the Cash Collateral, without further consent of the Pledgor, or (b) arrange for the Collateral Agent to become the customer of such depositary bank with respect to the Cash Collateral ~~Surplus~~Account.

Appears in 1 contract

Samples: Membership Interest Pledge Agreement (Real Mex Restaurants, Inc.)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~B Certificate holders, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee~~B Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Certificateholders. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may ~~consent~~con sent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Supplement, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement. All withdrawals from~~ termination of the Cash Collateral Account ~~shall be made~~ make a deposit into the Cash Collateral Account in the ~~priority set forth below~~amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). The ~~Class C Interest Holders~~ Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No ~~Eligible~~ Cash Collateral Account Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of ~~an Eligible~~ a Cash Collateral Account Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the ~~1998-1~~ Class A Certificateholders and the Class B Certificateholders may be adversely affected if such ~~Eligible~~ Cash Collateral Account Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~ B Certificateholders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each ~~Transfer~~ Distribution Date, the Servicer shall direct the Trustee to withdraw from the Cash Collateral Account and deposit into the Collection Account all interest and earnings (net of losses and investment expenses) ("Cash Collateral Investment Proceeds") accrued since the preceding ~~Transfer~~ Distribution Date on funds on deposit in the Cash Collateral Account and such Cash Collateral Investment Proceeds shall be ~~paid to the Seller~~treated as a portion of Available Finance Charge Collections for such Distribution Date. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Amount (such amount being referred to as the "Required Draw ~~Amount~~ Amount") is greater than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Sellers, in substantially the form of Exhibit BE, of such positive Required Draw Amount on the related Determination Date. ~~On the related Transfer Date, the~~ The Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any ~~deficiency~~ Required Amount, the amount of such Available Cash Collateral Amount being applied to the components of the Required Amount in the same priority as amounts are applied to such components from Available Finance Charge Collections pursuant to Section ~~4.07(a) through (g) (in the order of priority set forth in Section 4.07~~4.05(a). (d) On or before each Distribution Date, the Servicer shall determine the amount, if any, of the Cash Collateral Account Surplus Amount for such Distribution Date. In the event that the Cash Collateral Account Surplus ~~on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account~~ Amount with respect to ~~such~~ any Distribution ~~Date,~~ Date is greater than zero, the Trustee, on such Distribution Date, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and ~~apply in accordance with~~ pay to or at the ~~Class C Supplemental Agreement~~direction of the Sellers, an amount equal to such Cash Collateral ~~Surplus~~Account Surplus Amount. (e) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article XII of the Agreement, (ii) the Termination Date and (iii) the day on which the Class A Invested Amount and the Class B Invested Amount are paid in full to the Class A Certificateholders and the Class B Certificateholders, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders and the Class B Certificateholders or with respect to the Monthly Servicing Fee which are payable from the Cash Collateral Account as provided herein, shall withdraw from the Cash Collateral Account and pay to or at the direction of the Sellers, all amounts, if any, on deposit in the Cash Collateral Account and the Cash Collateral Account shall be deemed to have terminated for purposes of this Supplement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Providian National Bank)

Cash Collateral Account. (a) ~~The Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with a Qualified Institution, which may be Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~[200_-_] Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "Cash Collateral Account") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~[200_-_] Noteholders. ~~The Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of ~~the~~ Indenture Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement[200_-_] Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be ~~an Eligible Deposit Account~~a Qualified Institution, ~~the~~ Transferor shall notify Indenture Trustee, and Indenture Trustee upon being notified (or ~~the~~ Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above ~~as an Eligible Deposit Account~~with a Qualified Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $[ ] in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of ~~the~~ Servicer by ~~the~~ Indenture Trustee in ~~Cash Collateral Account~~ Permitted Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Amount is less than the Required Cash Collateral Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "Required Draw Amount") by which the sum of the amounts ~~specified in clauses (a~~required to be distributed or deposited pursuant to subsections 4.04(a)(i) through (gv) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to ~~the Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~subsections 4.04(a)(i) through (gv) (in the order of priority set forth in Section ~~4.07~~4.04(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, ~~the Trustee,~~ Indenture Trustee acting in accordance with the instructions of ~~the~~ Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(d) to Transferor.]

Appears in 1 contract

Samples: Indenture Supplement (First Bankcard Master Credit Card Trust)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~B Certificate- holders, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee~~B Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Certificateholders. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may ~~consent~~con- sent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Supplement, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement. All withdrawals from~~ termination of the Cash Collateral Account ~~shall be made~~ make a deposit into the Cash Collateral Account in the ~~priority set forth below~~amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). The ~~Class C Interest Holders~~ Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No ~~Eligible~~ Cash Collateral Account Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of ~~an Eligible~~ a Cash Collateral Account Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the ~~1998-1~~ Class A Certificateholders and the Class B Certificateholders may be adversely affected if such ~~Eligible~~ Cash Collateral Account Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~ B Certificateholders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each ~~Transfer~~ Distribution Date, the Servicer shall direct the Trustee to withdraw from the Cash Collateral Account and deposit into the Collection Account all interest and earnings (net of losses and investment expenses) ("Cash Collateral Investment Proceeds") accrued since the preceding ~~Transfer~~ Distribution Date on funds on deposit in the Cash Collateral Account and such Cash Collateral Investment Proceeds shall be ~~paid to the Seller~~treated as a portion of Available Finance Charge Collections for such Distribution Date. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Amount (such amount being referred to as the "Required Draw ~~Amount~~ Amount") is greater than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Sellers, in substantially the form of Exhibit BE, of such positive Required Draw Amount on the related Determination Date. ~~On the related Transfer Date, the~~ The Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any ~~deficiency~~ Required Amount, the amount of such Available Cash Collateral Amount being applied to the components of the Required Amount in the same priority as amounts are applied to such components from Available Finance Charge Collections pursuant to Section ~~4.07(a) through (g) (in the order of priority set forth in Section 4.07~~4.05(a). (d) ~~In the event that the Cash Collateral Surplus on any~~ On or before each Distribution Date, ~~after giving effect to all deposits to and withdrawals from~~ the Servicer shall determine the amount, if any, of the Cash Collateral Account ~~with respect to~~ Surplus Amount for such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.Distribution

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Providian National Bank)

Cash Collateral Account. ~~(a)~~ The ~~Servicer~~ Securities Intermediary agrees to hold any Account Collateral, which shall ~~establish and maintain~~constitute “cash Collateral” for purposes of this Agreement. The Securities Intermediary, except in ~~the name~~ its capacity as such, waives any claim or lien against any Account Collateral it may have, by operation of ~~the Trustee, on behalf of the Trust~~law or otherwise, for any amount owed to it by the ~~benefit~~ Issuer or any Grantor. The Securities Intermediary hereby agrees that, notwithstanding anything to the contrary in this Agreement (i) any amounts of Account Collateral to be held by the ~~Series 1998-1 Certificateholders~~ Securities Intermediary and ~~the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ any investment earnings thereon will be credited to securities account no. 00000000 (the "“Cash Collateral Account"”), which account constitutes a securities account (as defined in Section 8-501(a) ~~bearing a designation clearly indicating that the funds deposited therein are held for the benefit~~ of the ~~Series 1998~~UCC) for which it is a “securities intermediary” (as defined in Section 8-~~1 Certificateholders~~ 102(a)(14) of the UCC) and the ~~Class C Interest Holders. The~~ Security Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of the “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to such Cash Collateral ~~Account shall initially be established~~ Account, (ii) all such amounts, and all other property acquired with ~~the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time~~ cash credited to ~~time in~~ the Cash Collateral Account ~~and in~~ will be credited to the Cash Collateral Account, (iii) all ~~proceeds thereof. The~~ items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Cash Collateral Account ~~shall~~ will be treated as a “financial asset” under ~~the sole dominion and control~~ Article 8 of the ~~Trustee for the benefit~~ UCC, (iv) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the ~~Series 1998-1 Certificateholders~~ UCC) with respect to the Cash Collateral Account is the State of New York, and ~~the Class C Interest Holders. The interest of the Class C Interest Holders~~ (v) all securities, instruments and other property in order or registered form and credited to the Cash Collateral Account shall be ~~subordinated~~ payable to or to the ~~interests of~~ order of, or registered in the ~~Series 1998-1 Certificateholders as provided herein~~ name of, the Securities Intermediary or shall be indorsed to the Securities Intermediary or in blank, and in ~~the Class C Supplemental Agreement. If at~~ no case whatsoever shall any ~~time~~ financial asset credited to the Cash Collateral Account ~~ceases~~ be registered in the name of the Issuer or any Grantor, payable to ~~be an Eligible Deposit Account,~~ or to the ~~Trustee (~~order of the Issuer or any Grantor or specially indorsed to the ~~Servicer on its behalf) shall within 10 Business Days (~~Issuer or any Grantor except to the extent the foregoing have been specially indorsed by the Issuer or such ~~longer period, not~~ Grantor to ~~exceed 30 calendar days, as~~ the Securities Intermediary or indorsed in blank. The Security Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “securities entitlement” to ~~which each Rating Agency may consent) establish a new~~ the “financial assets” credited to the Cash Collateral Account ~~meeting~~ in trust for the ~~conditions specified above~~ benefit of the Secured Parties. Without waiving any rights as ~~an Eligible Deposit Account~~set forth in the parentheticals to Section 3.02(a) and (b) hereof, the Securities Intermediary and ~~shall transfer~~ the Security Trustee hereby waive any ~~cash and/or~~ right of set-off, encumbrance, security interest, lien or other claim at law or otherwise against any ~~investments to such new~~ Account Collateral or the Cash Collateral Account. The ~~Trustee~~Issuer and each Grantor acknowledges that, ~~at the direction~~ by reason of the ~~Servicer, shall make deposits to and withdrawals from~~ Security Trustee being the “entitlement holder” in respect of the Cash Collateral Account as provided above, the Security Trustee shall have the sole right and discretion (except as provided in the ~~amounts and at~~ next sentence with respect to investment orders or instructions by the ~~times set forth~~ Issuer or any Grantor), subject only to the terms of this Agreement, to give all “entitlement orders” (as defined in ~~this Supplement and~~ Section 8-102(a)(8) of the ~~Class C Supplemental Agreement. All withdrawals from~~ UCC) with respect to the Cash Collateral Account and any and all financial assets and other property credited thereto to the exclusion of the Issuer and each Grantor; provided, however, in no event shall the consent of the Issuer or any Grantor be ~~made in~~ required as a condition to the ~~priority set forth below~~Securities Intermediary complying with any such entitlement order of the Security Trustee. The ~~Class C Interest Holders~~ Securities Intermediary shall ~~not be entitled to reimbursement~~ comply with any investment orders or instructions from the ~~Trust Assets for~~ Issuer or any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into Grantor concerning the Cash Collateral Account. ~~Funds on deposit in the Cash Collateral Account shall be invested~~ If at ~~the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on~~ any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicertime, the ~~Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment~~ Securities Intermediary is ~~held~~ no longer able to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from hold the Cash Collateral Account, ~~and apply in accordance with~~ the ~~Class C Supplemental Agreement,~~ Issuer shall designate an ~~amount equal~~ Eligible Institution that has executed an Account Control Agreement to ~~such~~ hold the Cash Collateral ~~Surplus~~Account. Prior to subjecting any cash or other Account Collateral to the Lien hereof that is not held by the Security Trustee under this Section 2.07, which each Grantor shall have the right at its option to do, the applicable Grantor and the Security Trustee shall enter into an Account Control Agreement with respect thereto and the account to which such cash or other Account Collateral is to be held, and such cash or other Account Collateral shall constitute “cash Collateral” for purposes of this Agreement.

Appears in 1 contract

Samples: Aircraft Mortgage and Security Agreement (General Electric Capital Corp)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~[200_-_] Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~[200_-_] Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement[200_-_] Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) [On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $[________] in immediately available funds into the Cash Collateral Account. .] Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "~~Required Draw Amount~~REQUIRED DRAW AMOUNT") by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to SECTIONS 4.4(a)(i) through (gv) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~SECTION 4.4(a)(i) through (gv) (in the order of priority set forth in ~~Section 4.07~~SECTION 4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to SUBSECTION 4.11(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (World Financial Network Credit Card Master Trust)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~B Certificate-holders, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee~~B Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Certificateholders. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Supplement, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement. All withdrawals from~~ termination of the Cash Collateral Account ~~shall be made~~ make a deposit into the Cash Collateral Account in the ~~priority set forth below~~amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). The ~~Class C Interest Holders~~ Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No ~~Eligible~~ Cash Collateral Account Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of ~~an Eligible~~ a Cash Collateral Account Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the ~~1998-1~~ Class A Certificateholders and the Class B Certificateholders may be adversely affected if such ~~Eligible~~ Cash Collateral Account Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~ B Certificateholders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each ~~Transfer~~ Distribution Date, the Servicer shall direct the Trustee to withdraw from the Cash Collateral Account and deposit into the Collection Account all interest and earnings (net of losses and investment expenses) ("Cash Collateral Investment Proceeds") accrued since the preceding ~~Transfer~~ Distribution Date on funds on deposit in the Cash Collateral Account and such Cash Collateral Investment Proceeds shall be ~~paid to the Seller~~treated as a portion of Available Finance Charge Collections for such Distribution Date. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Amount (such amount being referred to as the "Required Draw ~~Amount~~ Amount") is greater than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Sellers, in substantially the form of Exhibit BE, of such positive Required Draw Amount on the related Determination Date. ~~On the related Transfer Date, the~~ The Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any ~~deficiency~~ Required Amount, the amount of such Available Cash Collateral Amount being applied to the components of the Required Amount in the same priority as amounts are applied to such components from Available Finance Charge Collections pursuant to Section ~~4.07(a) through (g) (in the order of priority set forth in Section 4.07~~4.05(a). (d) On or before each Distribution Date, the Servicer shall determine the amount, if any, of the Cash Collateral Account Surplus Amount for such Distribution Date. In the event that the Cash Collateral Account Surplus ~~on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account~~ Amount with respect to ~~such~~ any Distribution ~~Date,~~ Date is greater than zero, the Trustee, on such Distribution Date, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and ~~apply in accordance with~~ pay to or at the ~~Class C Supplemental Agreement~~direction of the Sellers, an amount equal to such Cash Collateral ~~Surplus~~Account Surplus Amount. (e) Upon the earliest to occur of (i) the termination of the Trust pursuant to Article XII of the Agreement, (ii) the Termination Date and (iii) the day on which the Class A Invested Amount and the Class B Invested Amount are paid in full to the Class A Certificateholders and the Class B Certificateholders, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders and the Class B Certificateholders which are payable from the Cash Collateral Account as provided herein, shall withdraw from the Cash Collateral Account and pay to or at the direction of the Sellers, all amounts, if any, on deposit in the Cash Collateral Account and the Cash Collateral Account shall be deemed to have terminated for purposes of this Supplement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Providian National Bank)

Cash Collateral Account. ~~(a) The Servicer~~ Borrower shall ~~establish and maintain~~direct the mailing of all Items of Payment from its Account Debtors to the lock box account maintained with SunTrust Bank, in N.A. or to such other additional or replacement post-office boxes pursuant to the ~~name~~ request of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit Silicon from time to time (collectively, the “Lockbox”). Silicon shall have unrestricted and exclusive access to the Lockbox. All funds in the ~~Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account~~ Lockbox shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated forwarded to ~~the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases~~ a bank account to be ~~an Eligible Deposit Account,~~ maintained at Silicon and from which Silicon alone has power of access and withdrawal (the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new “Cash Collateral Account”). The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from Each deposit into the Cash Collateral Account shall be made not later than the next Business Day after the date of receipt of the Items of Payment in the ~~priority set forth below~~Lockbox. The ~~Class C Interest Holders~~ Items of Payment shall be deposited in precisely the form received, except for the endorsements of Borrower where necessary to permit the collection of any such Items of Payment, Borrower hereby agreeing to make such endorsement. In the event Borrower shall fail to do so, Silicon is hereby authorized by Borrower to make the endorsement in the name of Borrower. Borrower will not ~~be entitled~~ commingle any Items of Payment with any of the other funds or property of Borrower, but will hold them separate and apart in trust and for the account of Silicon. Prior to ~~reimbursement from~~ the ~~Trust Assets for~~ Minimum Balance Date, all Items of Payment or any ~~withdrawals from~~ other funds collected into the Cash Collateral Account ~~except as specifically provided~~ up to Four Million Dollars ($4,000,000) will be held in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. ~~Funds on deposit~~ On the Minimum Balance Date the first advance of the Loan and all funds then in the Cash Collateral Account in an aggregate amount of up to Four Million Dollars ($4,000,000) will be automatically transferred by Silicon into a separate account maintained with Silicon or its Affiliates in the name “Cogent Communications, Inc. Collateral Account” (the “Assigned Account”). Borrower agrees that all sums in the Assigned Account shall ~~be invested at the direction~~ constitute part of the ~~Servicer~~ Collateral and may not be withdrawn from the Assigned Account by Borrower at any time until all Obligations have been repaid in full. After the ~~Trustee in Cash Collateral~~ Minimum Balance Date, no further funds will be transferred by Silicon into the Assigned Account ~~Investments. Funds on deposit in~~ and Silicon will apply the whole or any part of the collected funds credited to the Cash Collateral Account ~~on any Transfer Date, after giving effect to any withdrawals from~~ against the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the ServicerObligations, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date order and method of such ~~investment. The Trustee shall maintain for~~ application to be in the ~~benefit~~ sole discretion of ~~the Series 1998-1 Certificateholders~~ Silicon, and the ~~Class C Interest Holders possession of the negotiable instruments or securities~~balance, if any, ~~evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net~~ will be credited to a depository account of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on depositBorrower with Silicon. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Loan and Security Agreement (Cogent Communications Group Inc)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~20[•]-[•] Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~20[•]-[•] Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement20[•]-[•] Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $[•] in immediately available funds into the Cash Collateral Account. [On each day on which funds are released from the Pre-Funding Account pursuant to subsection 4.18(d), funds so released, to the extent available for such purpose, shall be deposited into the Cash Collateral Account up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount on such date of determination.] In addition, if on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to subsection 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to subsections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~subsections 4.4(a)(i) through (gvi) (in the order of priority set forth in ~~Section 4.07~~subsection 4.4(a)). (d) In On (i) any Transfer Date and (ii) the ~~event that~~ last day of the ~~Cash Collateral Surplus on any Distribution Date~~Funding Period, if after giving effect to all deposits to and withdrawals from the Cash Collateral Account ~~with respect to~~ on such ~~Distribution Date, is greater than zero~~date, the ~~Trustee~~amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.] [Reserved]

Appears in 1 contract

Samples: Indenture Supplement (World Financial Network Credit Card Master Trust)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $28,354,431 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2008-~~1 Certificateholders and the Class C Interest Holders~~B Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2008-~~1 Certificateholders and the Class C Interest Holders~~B Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2008-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $6,113,920 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (ai) ~~The Servicer~~ If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Section 2.05(b), 7.02(b), or 7.03(b), then the Borrower and the Issuing Lender shall establish the Cash Collateral Account and ~~maintain~~the Borrower shall execute any documents and agreements, including the Issuing Lender’s standard form assignment of deposit accounts, that the Issuing Lender requests in connection therewith to establish the Cash Collateral Account and grant the Issuing Lender a first priority security interest in such account and the funds therein. The Borrower hereby pledges to the Issuing Lender and grants the Issuing Lender a security interest in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account~~") bearing a designation clearly indicating that~~ , whenever established, all funds held in the ~~funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Cash Collateral Account ~~shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit~~ from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default Exists, (A) the Issuing Lender may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Issuing Lender shall release to the Borrower at the Borrower’s written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default, the Issuing Lender may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Issuing Lender, regardless of any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) The Issuing Lender shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed ~~not~~ to ~~be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by~~ have exercised such care if such funds are accorded treatment substantially equivalent to that which the ~~amounts specified in clauses (a) through (g) of Section 4.07~~ Issuing Lender accords its own Property, it being understood that the Issuing Lender shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to ~~the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for~~ any ~~Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of~~ such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07)funds. (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Credit Agreement (Crusader Energy Group Inc.)

Cash Collateral Account. (ai) ~~The Servicer~~ As of Closing the Company shall establish ~~and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~with a bank acceptable to Portside Growth Opportunity Fund, as ~~their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ collateral agent (the "“Collateral Agent”), (the “Cash Collateral Bank”) a deposit account (together with all monies on deposit in such deposit account and all certificates and instruments, if any, representing or evidencing such deposit account, the “Cash Collateral Account~~") bearing a designation clearly indicating that~~ ”), and shall cause the ~~funds deposited therein are held for~~ Cash Collateral Bank to enter to an account control agreement with the ~~benefit~~ Collateral Agent, on terms reasonably acceptable to the Collateral Agent. Upon the request of the ~~Series 1998-1 Certificateholders~~ Collateral Agent, the Company shall also execute and deliver such other customary agreements and instruments necessary to grant the ~~Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title~~ Buyers a first priority perfected security interest and ~~interest in all funds on deposit from time to time~~ hypothec in the Cash Collateral Account ~~and in all proceeds thereof~~to secure the Notes. The Company agrees that it shall not permit the Cash Collateral Account ~~shall~~ to be ~~under~~ subject to any lien, pledge, charge, hypothec, security interest or other encumbrance other than as provided in the ~~sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders.~~ immediately preceding sentence. (ii) The ~~interest of the Class C Interest Holders~~ funds in the Cash Collateral Account shall be ~~subordinated~~ distributed as set forth below: (1) If the Company raises after the Closing Date more than $4.0 million but less than or equal to $7.0 million in aggregate net proceeds in a Subsequent Placement, then on the ~~interests~~ third Business Day after receiving notice from the Company of such event, the ~~Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ Collateral Agent shall deliver written instructions to the Cash Collateral ~~Account ceases~~ Bank directing the release to ~~be an Eligible Deposit Account,~~ the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals Company from the Cash Collateral Account of any funds in excess of $1.0 million; (2) If the ~~amounts and at~~ Company raises after the ~~times set forth~~ Closing Date more than $7.0 million in ~~this Supplement and~~ aggregate net proceeds in a Subsequent Placement, then on the ~~Class C Supplemental Agreement. All withdrawals~~ third Business Day after receiving notice from the Company of such event, the Collateral Agent shall deliver written instructions to the Cash Collateral ~~Account shall be made in~~ Bank directing the ~~priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from~~ release of the ~~Trust Assets for~~ balance of any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit amount remaining in the Cash Collateral Account ~~shall be invested~~ to the Company; (3) If at any time or from time to time the ~~direction~~ aggregate principal amount of the ~~Servicer by~~ Notes falls below the ~~Trustee~~ amount in the Cash Collateral Account ~~Investments. Funds~~ (whether by conversion, redemption, amortization or otherwise), then on ~~deposit~~ the third Business Day after receiving notice from the Company of such event, the Cash Collateral Agent shall deliver written instructions to the Cash Collateral Bank directing the release to the Company, from the Cash Collateral Account, of an amount equal to $1 for each $1 that the aggregate principal amount of the Notes is below the amount in the Cash Collateral Account; and (4) If any balance remains in the Cash Collateral Account on ~~any Transfer~~ the Maturity Date, then on the third Business Day after ~~giving effect~~ receiving notice from the Company of such event, the Collateral Agent shall deliver written instructions to ~~any withdrawals from~~ the Cash Collateral ~~Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ Bank directing it to release to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest holders of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is~~ Notes (allocated pro rata among the holders based on the principal amount of the Notes held ~~to its maturity. The proceeds~~ by each holder on the Maturity Date) the balance of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit amount remaining in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on depositAccount. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Securities Purchase Agreement (Art Advanced Research Technologies Inc)

Cash Collateral Account. (a) ~~The~~ Servicer shall establish and ~~maintain~~maintain with an Eligible Institution, which may be Trustee, in the name of ~~the~~ Trustee, on behalf of the Trust, ~~for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders. ~~The Cash Collateral Account shall initially be established with the Trustee. The~~ Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of ~~the~~ Trustee for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time an Eligible Institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, ~~the~~ Transferor shall notify Trustee, and Trustee upon being notified (or ~~the~~ Servicer on its behalf) shall within 10 Business Days ~~(or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified ~~above as an Eligible Deposit Account~~above, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. ~~The~~ Trustee, at the direction of ~~the~~ Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Series Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $15,000,000 in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account from time to time shall be invested and/or reinvested at the direction of ~~the~~ Servicer by ~~the~~ Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments Eligible Investments that will mature so that such funds will be available for withdrawal on ~~or prior to~~ the following Transfer Date. No Eligible Investment shall be disposed of prior to its ~~maturity; provided, however, that -------- ------- the Trustee may sell, liquidate~~ maturity unless Servicer so directs and either (i) such disposal will not result in a loss of all or ~~dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest~~ part of the ~~1998-1 Certificateholders may be adversely affected if~~ principal portion of such Eligible Investment ~~is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on~~ or (ii) prior to the ~~Transfer Date immediately following the date~~ maturity of such ~~investment~~Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment. ~~The~~ Trustee shall maintain for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest~~ Investor Holders possession of the negotiable instruments or securities, if any, evidencing ~~the Cash Collateral Account~~ such Eligible Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables allocated to the ~~Seller~~Invested Amount and shall be part of Class A Available Funds, Class B Available Funds and Class C Available Funds for such Transfer Date. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Series Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "Required Draw Amount") by which the sum of the amounts specified in clauses (a) through (gd) of Section ~~4.07~~ 4.13 with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of Excess Spread ~~and Excess Finance Charges~~ allocated with respect to the related Monthly Period. In the event that for any ~~Distribution~~ Transfer Date the Required Draw Amount is greater than zero, ~~the~~ Servicer shall give written notice to Trustee and the ~~Trustee, in substantially the form of Exhibit B,~~ Class C Interest Holders of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.13(a) through (gd) (in the order of priority set forth in Section ~~4.07~~4.13). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account and adjustments to the Class C Invested Amount with respect to ~~such Distribution~~ any Transfer Date, the Class C Invested Amount has been reduced to zero and there is ~~greater than zero~~an Enhancement Surplus (after giving effect to such reduction), ~~the~~ Trustee, acting in accordance with the instructions of ~~the~~ Servicer, shall withdraw an amount equal to such Enhancement Surplus from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement~~, an amount equal to such Cash Collateral Surplus~~.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (World Financial Network National Bank)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~D Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~D Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementD Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $12,405,064 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (ai) ~~The Servicer shall establish and maintain~~If at any time on or after the Closing Date, the Company’s Net Cash Balance (as defined in the ~~name~~ Notes) is less than 125% of the ~~Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders,~~ Reserved Amount (as ~~their interests appear herein and~~ defined in the ~~Class C Supplemental Agreement~~Notes), ~~an Eligible Deposit Account~~ the Company shall immediately establish with a bank acceptable to the Collateral Agent (as defined in Section 4(q)) (the "“Cash Collateral Bank”) a deposit account (together with all monies on deposit in such deposit account and all certificates and instruments, if any, representing or evidencing such deposit account, the “Cash Collateral Account~~") bearing~~ ”), and shall deposit an amount equal to the Reserved Amount in such Cash Collateral Account. The Company shall cause the Cash Collateral Bank to enter into an account control agreement with the Collateral Agent (the “Account Control Agreement”), in a ~~designation clearly indicating that~~ form reasonably acceptable to the ~~funds deposited therein are held for~~ Collateral Agent. Upon the ~~benefit~~ request of the ~~Series 1998-1 Certificateholders~~ Collateral Agent, the Company shall also execute and deliver such other customary agreements and instruments necessary to grant the ~~Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and~~ Buyers a first priority perfected security interest ~~in all funds on deposit from time to time~~ in the Cash Collateral Account ~~and in all proceeds thereof~~to secure the Notes. The Company agrees that it shall not permit the Cash Collateral Account ~~shall~~ to be ~~under~~ subject to any lien, pledge, charge, security interest or other encumbrance other than as provided in the ~~sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders.~~ immediately preceding sentence. (ii) The ~~interest of the Class C Interest Holders~~ funds in the Cash Collateral Account shall be ~~subordinated to the interests of the Series 1998-1 Certificateholders~~ distributed as ~~provided herein and in the Class C Supplemental Agreement.~~ set forth below: (1) If at any time the Company’s Net Cash Balance exceeds 175% of the Reserved Amount, then on the third Business Day after the Collateral Agent is reasonably satisfied that the Company’s Net Cash Balance exceeds 175% of the Reserved Amount, the Collateral Agent shall deliver written instructions to the Cash Collateral ~~Account ceases to be an Eligible Deposit Account,~~ Bank directing the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction release of ~~the Servicer, shall make deposits to and withdrawals~~ all amounts from the Cash Collateral Account to the Company; provided, however, that if the Net Cash Balance is thereafter less than 125% of the Reserved Amount thereafter, Section 4(p)(i) shall apply. (2) If at any time the Company shall no longer be required to satisfy the Net Cash Balance Test (as defined in the Notes), then on the third Business Day after the Collateral Agent is reasonably satisfied that the Company is no longer required to satisfy the Net Cash Balance Test pursuant to the terms of the Notes, the Collateral Agent shall deliver written instructions to the Cash Collateral Bank directing the release of all amounts ~~and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals~~ from the Cash Collateral Account ~~shall be made in~~ to the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental AgreementCompany. (b3) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit~~ If any balance remains in the Cash Collateral Account upon an Event of Default (as defined in the Notes), the Collateral Agent shall ~~be invested at~~ deliver written instructions to the ~~direction~~ Cash Collateral Bank directing it to release the balance of any such amount remaining in the ~~Servicer by the Trustee in~~ Cash Collateral Account ~~Investments. Funds on deposit~~ to the Buyers. (4) If any balance remains in the Cash Collateral Account on ~~any Transfer~~ the Maturity Date, ~~after giving effect~~ the Collateral Agent shall determine from the Company and the Required Holders whether all obligations of the Company under the Notes have been satisfied. The Collateral Agent shall deliver written instructions to ~~any withdrawals from~~ the Cash Collateral ~~Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ Bank directing it to release the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds balance of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit amount remaining in the Cash Collateral Account ~~shall be paid~~ to the ~~Seller. For purposes~~ Company if the Company and the Required Holders inform it that all obligations of ~~determining~~ the ~~availability of funds or~~ Company under the ~~balances in~~ Notes have been satisfied, and the Collateral Agent shall deliver written instructions to the Cash Collateral ~~Account for any reason under this Supplement, all investment earnings on~~ Bank directing it to release such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect balance to the ~~related Distribution Date exceed~~ Buyers if the ~~amount of Excess Spread~~ Company and ~~Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date~~ the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event Holders inform it that ~~the Cash Collateral Surplus on any Distribution Date, after giving effect to~~ all ~~deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions~~ obligations of the ~~Servicer, shall withdraw from~~ Company under the ~~Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus~~Notes have not been satisfied.

Appears in 1 contract

Samples: Securities Purchase Agreement (Avanex Corp)

Cash Collateral Account. (a) ~~The Servicer~~ Prior to the initial Delivery Date, the Transferor shall ~~establish~~ cause the Trustee to open and ~~maintain, in~~ maintain a trust account at the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account Corporate Trust Office (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the ~~Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control~~ name of the Trustee for the benefit of the ~~Series 1998-1~~ Certificateholders and MBIA, for the ~~Class C Interest Holders~~receipt of (i) any Cash Collateral Account Deposits required to be made with respect to a Series of Certificates, (ii) deposits pursuant to Section 12.02(d)(vii), and (iii) any other deposits required under a Supplement. ~~The interest of the Class C Interest Holders~~ Monies received in the Cash Collateral Account will be invested at the written direction of the Transferor in Eligible Investments during the term of this Agreement, and any income or other gain realized from such investment, shall be ~~subordinated to~~ held by the ~~interests of the Series 1998-1 Certificateholders as provided herein and~~ Trustee in ~~the Class C Supplemental Agreement. If at any time~~ the Cash Collateral Account ~~ceases~~ as part of the Trust Estate subject to disbursement and withdrawal as herein provided. Eligible Investments shall be an made in the name of the Trustee for the benefit of the Certificateholders and MBIA. No such Eligible ~~Deposit Account~~Investment shall mature later than the second Business Day preceding the next following Payment Date and shall not be sold or disposed of prior to its maturity; provided that, Eligible Investments of the type described in clause (a) of the definition of Eligible Investments may mature on such Payment Date. In the absence of a Transferor Order, the Trustee shall invest funds in the Collection Account in Eligible Investments described in clause (or g) of the definition thereof Monies shall be subject to withdrawal in accordance with Section 12.03(d) hereof. (b) The Trustee shall provide to the Servicer ~~on its behalf~~and MBIA monthly written confirmation of investments of funds held in the Cash Collateral Account, describing the Eligible Investments in which such amounts have been invested. Any funds not so invested must be insured by the Federal Deposit Insurance Corporation. (c) If any amounts invested as provided in Section 12.03(a) hereof shall ~~within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new~~ be needed for disbursement from the Cash Collateral Account ~~meeting~~ as set forth in Section 12.03(d) hereof, the ~~conditions specified above as an Eligible Deposit Account, and~~ Trustee shall ~~transfer any~~ cause such investments of such Cash Collateral Account to be sold or otherwise converted to cash ~~and/or any investments~~ to the credit of such ~~new~~ Cash Collateral Account. The ~~Trustee, at the direction~~ Trustee shall not be liable for any investment loss resulting from investment of ~~the Servicer, shall make deposits to and withdrawals from~~ money in the Cash Collateral Account in any Eligible Investment in accordance with the ~~amounts and at the times set forth~~ terms hereof (other than in ~~this Supplement and the Class C Supplemental Agreement. All withdrawals~~ its capacity as obligor under any Eligible Investment). (d) Disbursements from the Cash Collateral Account shall be ~~made~~ made, to the extent funds therefore are available, only as follows: (i) in the ~~priority set forth below. The Class C Interest Holders shall not~~ event that the amount in the Collection Account at 10:00 a.m. Minneapolis time on the Determination Date immediately preceding any Payment Date (other than amounts representing payments of Lease Receivables due after the Calculation Date immediately preceding such Payment Date unless such amounts are used toward Servicer Advances pursuant to Section 3.04 of the Servicing Agreement) is less than the amounts required to be ~~entitled to reimbursement~~ paid from the ~~Trust Assets for any withdrawals~~ Collection Account on such Payment Date pursuant to clauses (i) through (vi) of Section 12.02(d) hereof (with the Class A Principal Distribution Amount determined in accordance with clauses (a)(i) and (b) of the definition thereof), the Trustee shall withdraw funds from the Cash Collateral Account ~~except as specifically provided in this Supplement~~ on or prior to 4:00 p.m. New York time on such Determination Date to the extent necessary to make such payments on such Payment Date and ~~the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall~~ deposit ~~the Initial Cash Collateral Amount received by it from the Seller in immediately available~~ such funds into the ~~Cash Collateral~~ Collection Account~~. Funds~~ ; (ii) subject to subparagraph (iii) of this Section 12.03(d), in the event that on ~~deposit~~ any Delivery Date or Payment Date the balance in the Cash Collateral Account ~~shall be invested at~~ equals an amount greater than the ~~direction of the Servicer by the Trustee in~~ Cash Collateral Account ~~Investments. Funds~~ Required Balance (after giving effect to the distributions listed in clause (i) of this Section 12.03(d) and Section 12.02(d)(i) through (vi) hereof on ~~deposit~~ such Payment Date), the Trustee shall withdraw funds in the Cash Collateral Account in such amount so that the remaining amount in the Cash Collateral Account after such withdrawal will equal the Cash Collateral Account Required Balance, and deposit such amounts in the Collection Account for distribution on such Payment Date in accordance with the priorities set forth in Section 12.02(d); (iii) in the event that on any ~~Transfer Date~~Payment Date a Trigger Event has occurred, the Trustee shall withdraw all funds from the Cash Collateral Account and deposit such funds into the Collection Account for disbursement in accordance with the provisions of Section 12.02(d) hereof; and (iv) subject to subparagraph (iii) of this Section 12.03(d), in the event that on any Funding Date the balance in the Cash Collateral Account, after giving effect to any ~~withdrawals from~~ Funding occurring on such Funding Date, equals an amount greater than the Cash Collateral Account ~~on such Transfer Date~~Required Balance, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall ~~be invested in such investments that will mature so that such~~ withdraw funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account ~~shall be paid to~~ in such amount so that the ~~Seller. For purposes of determining the availability of funds or the balances~~ remaining amount in the Cash Collateral Account ~~for any reason under this Supplement, all investment earnings on~~ after such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from withdrawal will equal the Cash Collateral Account Required Balance, and ~~distributed~~ disburse such amounts to ~~fund any deficiency pursuant to Section 4.07(a) through (g) (in~~ or at the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions direction of the ~~Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus~~Transferor.

Appears in 1 contract

Samples: Trust and Security Agreement (Granite Financial Inc)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~[200_-_] Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998-1 Certificateholders and the Class C Interest Holders~~[200_-_] Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement[200_-_] Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ [$________] in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "~~Required Draw Amount~~REQUIRED DRAW AMOUNT") by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to SECTIONS 4.4(a)(i) through (giv) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~SECTION 4.4(a)(i) through (giv) (in the order of priority set forth in ~~Section 4.07~~SECTION 4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to SUBSECTION 4.11(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (World Financial Network Credit Card Master Trust)

Cash Collateral Account. (a) ~~The Servicer shall establish and maintain~~Upon the happening of any Event of Default, in addition to any other rights or remedies available to it hereunder, the ~~name of~~ Bank may require the ~~Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders~~ Company to create and the ~~Class C Interest Holders, as their interests appear herein and in~~ Company hereby agrees to create a demand deposit account with the ~~Class C Supplemental Agreement, an Eligible Deposit Account~~ Bank (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof). The Cash Collateral Account shall be in the name of the Company, but under the sole dominion and control of the ~~Trustee~~ Bank and subject to the terms hereof. (b) If requested by the Company and subject to the right of the Bank to withdraw funds from the Cash Collateral Account as provided below, the Bank will, so long as no Event of Default referred to Sections 8.1.(a), (f) or (g) shall have occurred and be continuing, from time to time invest funds on deposit in the Cash Collateral Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case in such Eligible Securities as the Company may select and notify to the Bank. Such proceeds, interest or income which are not so invested or reinvested in Eligible Securities shall, except as otherwise provided in this Section, be deposited and held by the Bank in the Cash Collateral Account. Eligible Securities from time to time purchased and held pursuant to this subsection shall be referred to as "Collateral Securities" and shall, for purposes of this Reimbursement Agreement, constitute part of the funds held in the Cash Collateral Account in amounts equal to their respective outstanding principal amounts. (c) If at any time the Bank determines that any funds held in the Cash Collateral Account are subject to any right or claim of any Person other than the Bank or that the total amount of such funds is less than the maximum amount at such time available to be drawn under the Letter of Credit, the Company will, forthwith upon demand by the Bank, pay to the Bank, as additional funds to be deposited and held in the Cash Collateral Account, an amount equal to the excess of (i) such maximum amount at such time available to be drawn under the Letter of Credit over (ii) the total amount of funds, if any, then held in the Cash Collateral Account which the Bank determines to be free and clear of any such right and claim. (d) The Company hereby pledges and collaterally assigns to the Bank, and grants to the Bank a security interest in, all funds held in the Cash Collateral Account (including Collateral Securities) from time to time and all proceeds thereof, as security for the ~~benefit~~ Obligations. Nothing in this Section, however, shall either obligate the Bank to require any funds to be deposited in the Cash Collateral Account or limit the right of the ~~Series 1998-1 Certificateholders~~ Bank, which it may exercise at any time and from time to time, to release to the Company any funds held in the Cash Collateral Account pursuant to the other provisions of this Section. (e) The Bank may, at any time or from time to time after funds are either deposited in the Cash Collateral Account or invested in Collateral Securities, after selling, if necessary, any Collateral Securities, apply funds then held in the Cash Collateral Account to the payment of any amounts, in such order as the Bank may elect, as shall have become or shall become due and payable by the Company to the Bank under this Reimbursement Agreement; provided, however, the Bank shall not use any such funds to pay any drawings under the Letter of Credit. The Company agrees that, to the extent notice of sale of any Collateral Securities shall be required by law, at least five Business Days' notice to the Company of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Bank may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it will so adjourned. (f) Neither the Company nor any Person claiming on behalf of or through the Company shall have any right to withdraw any of the funds held in the Cash Collateral Account, except as otherwise provided in subsection (f) below and except that upon the termination of the Letter of Credit in accordance with its terms and the ~~Class C Interest Holders. The interest~~ indefeasible payment and satisfaction in full of ~~the Class C Interest Holders~~ all Obligations, any funds remaining in the Cash Collateral Account shall be ~~subordinated~~ returned by the Bank to the ~~interests~~ Company or paid to whomever may be legally entitled thereto. (g) So long as no Event of Default shall have occurred and be continuing but subject to the immediately preceding subsection (b), the Bank will release to the Company or at its order (i) interest or other income received on Collateral Securities and (ii) at the written request of the ~~Series 1998-1 Certificateholders as provided herein and~~ Company, funds held in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in an amount up to but not exceeding the ~~amounts and at~~ excess, if any (immediately prior to the ~~times set forth in this Supplement and~~ release of any such funds), of (x) the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available total amount of funds ~~into the Cash Collateral Account. Funds on deposit~~ held in the Cash Collateral Account ~~shall~~ over (y) the maximum amount available to be ~~invested at~~ drawn under the ~~direction~~ Letter of ~~the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit~~ Credit. (h) The Company agrees that it will not (i) sell or otherwise dispose of any interest in the Cash Collateral Account on or any ~~Transfer Date~~funds held therein, ~~after giving effect~~ or (ii) create or permit to exist any ~~withdrawals from~~ Lien upon or with respect to the Cash Collateral Account ~~on such Transfer Date~~or any funds held therein, except as provided in or contemplated by this Reimbursement Agreement. (i) The Bank shall ~~be invested~~ exercise reasonable care in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds custody and preservation of any ~~such investments shall be invested in such investments that will mature so that such~~ funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit held in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds and shall be deemed ~~not~~ to ~~be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by~~ have exercised such care if such funds are accorded treatment substantially equivalent to that which the ~~amounts specified in clauses (a) through (g) of Section 4.07~~ Bank accords its own property, it being understood that the Bank shall not have any responsibility for taking any necessary steps to preserve rights against any parties with respect to ~~the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for~~ any ~~Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of~~ such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07)funds. (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Letter of Credit and Reimbursement Agreement (Abrams Industries Inc)

Cash Collateral Account. (a) ~~The Servicer shall establish and maintain~~On or prior to the Closing Date, the Cash Collateral Account will be established by the Seller in the name of the ~~Trustee, on behalf~~ Administrative Agent for the benefit of the ~~Trust~~Purchaser and FSA. The Cash Collateral Account will be funded on the date of the initial Purchase in the amount of the Initial Cash Collateral Amount from an initial deposit by the Seller. During the term of the Backup Servicing Agreement (including the term of this Agreement for any period in which the Backup Servicer is the successor Servicer), the Cash Collateral Accounts shall be maintained with The Bank of New York unless The Bank of New York ceases to be an Eligible Institution. (b) Funds on deposit in the Cash Collateral Account shall be invested in Eligible Investments selected in writing by the Servicer; PROVIDED, that following the occurrence of a Servicer Termination Event, the Servicer shall continue to select such Eligible Investments unless the Controlling Party notifies the Servicer that the Controlling Party shall select such Eligible Investments; PROVIDED, FURTHER, that it is understood and agreed that the Controlling Party shall not be liable for any loss arising from such investments in Eligible Investments. All such Eligible Investments shall be held for the benefit of the Purchaser, FSA and the Seller. Funds on deposit in the Cash Collateral Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding each Settlement Date. (c) The Backup Servicer, for the benefit of the ~~Series 1998-1 Certificateholders~~ Purchaser and the ~~Class C Interest Holders~~Seller, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. ~~The~~ Except as otherwise provided for herein, the Cash Collateral Account shall be under the sole dominion and control of the ~~Trustee~~ Backup Servicer for the benefit of the ~~Series 1998-1 Certificateholders~~ Purchaser and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementSeller. If at any ~~time~~ time, the Cash Collateral Account ceases to be an Eligible Deposit Account, then the ~~Trustee~~ Seller (or the Backup Servicer on its behalf) shall within 10 five (5) Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each Rating Agency~~ the Purchaser may consent) establish a new Cash Collateral Account ~~meeting the conditions specified above~~ as an Eligible Deposit ~~Account,~~ Account and shall transfer any cash and/or any investments to such new Cash Collateral Account. In connection with the foregoing, the Backup Servicer agrees that it shall notify the Administrative Agent in writing promptly upon the Cash Collateral Account ceasing to be an Eligible Deposit Account. (d) The ~~Trustee~~Backup Servicer shall have the power, at revocable by the ~~direction of~~ Controlling Party, to instruct the ~~Servicer, shall~~ Eligible Institution to make ~~deposits to~~ withdrawals and ~~withdrawals~~ payments from the Cash Collateral Account in for the ~~amounts and at~~ purpose of permitting the ~~times set forth in this Supplement and~~ Backup Servicer to carry out its duties hereunder PROVIDED, that if such power is revoked, the ~~Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account~~ Backup Servicer shall be ~~made in the priority set forth below. The Class C Interest Holders shall not be entitled~~ relieved of its duties to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds make allocations of amounts on deposit in the Cash Collateral ~~Account shall be invested at~~ Account. (e) If the ~~direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds~~ amount on deposit in the Cash Collateral Account on any ~~Transfer Date,~~ Settlement Date (after giving effect to any deposits therein and withdrawals ~~from~~ therefrom pursuant to SECTIONS 2.03(c)(ii)) and 2.03 (d) is greater than the Cash Collateral Account on Requirement for such ~~Transfer~~ Settlement Date, ~~shall be invested in~~ such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account excess shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Motor Coach Industries International Inc)

Cash Collateral Account. ~~(a) The Servicer shall~~ In accordance with Section 4.01, the Cadiz Borrower has agreed to establish ~~and maintain, in~~ the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account ~~shall initially be established with~~ and to grant to Lenders perfected first priority security interests therein, all upon the ~~Trustee~~terms and subject to the terms and conditions of the Cash Collateral Account Agreement. ~~The Trustee shall possess all right~~Subject to the terms of this Section 2.16 and Sections 2.27 and 2.28 of the Agreement, ~~title and interest in all funds on deposit from time to time~~ the Lender Parties may utilize the amount (or any portion thereof) in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders as provided in the Cash Collateral Account ~~shall be subordinated~~ Agreement. Subject to the ~~interests~~ restrictions on the use and application of the ~~Series 1998~~ING-~~1 Certificateholders as provided herein and~~ Offering Cash Collateral, to the extent that the amount in ~~the Class C Supplemental Agreement. If at any time~~ the Cash Collateral Account ~~ceases to be an Eligible Deposit Account~~exceeds the Required Cash Collateral Amount, the ~~Trustee~~ Borrowers may utilize such excess (or any portion thereof) to pay the ~~Servicer~~ interest payments next due on ~~its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting~~ the ~~conditions specified above as an Eligible Deposit Account~~Loan Obligations, and ~~shall transfer any cash and/or any investments~~ if all interest due and owing has been paid, to ~~such new Cash Collateral Account~~pay amounts due under the Agreement in accordance with the application of proceeds provisions of Section 2.21(c) of this Agreement. ~~The Trustee~~On each Interest Payment Date after the Seventh Amendment Effective Date, at and during each Interest Period after the ~~direction of~~ after the ~~Servicer~~Seventh Amendment Effective Date, ~~shall make deposits~~ to ~~and withdrawals from~~ the extent that the amount in the Cash Collateral Account in is less than the ~~amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the~~ Required Cash Collateral ~~Account shall be made in~~ Amount, then the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee Borrowers immediately shall deposit the ~~Initial Cash Collateral Amount received by it from the Seller in immediately available funds~~ amount of such deficiency into the Cash Collateral Account, with the amount in such account subject to the Cash Collateral Account Agreement and this Agreement. ~~Funds~~ Provided that no Event of Default has occurred and is continuing, but subject to the terms of Sections 2.27 and 2.28 of this Agreement, on ~~deposit~~ the final Maturity Date, Cadiz Borrower may utilize any remaining cash in the Cash Collateral Account ~~shall be invested at~~ to repay the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting Loan Obligations in accordance with the ~~instructions~~ application of proceeds provisions of Section 2.21(c) of this Agreement. Section 2.09 The Revolving Credit Agreement shall be amended by deleting Subsection 2.21(a) in its entirety and inserting the ~~Servicer, shall withdraw from the Cash Collateral Account, and apply~~ following revised Subsection 2.21(a) in ~~accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.~~lieu thereof:

Appears in 1 contract

Samples: Credit Agreement (Cadiz Inc)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2002-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "Cash Collateral Account") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2002-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2002-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $15,000,000 in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "Required Draw Amount") by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gv) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gv) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (a) ~~The~~ On or prior to the Closing Date, the Servicer shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders, ~~as their interests appear herein and in~~ a segregated account with the ~~Class C Supplemental Agreement, an~~ corporate trust department of such Eligible ~~Deposit Account~~ Institution (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders. ~~The Cash Collateral Account shall initially be established with~~ Except as otherwise provided in this Section 4.11, the ~~Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementD Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each~~ the Rating ~~Agency~~ Agencies may consent) establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account,~~ Institution and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Account Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Indenture Supplement, and (ii) on each Payment Date prior to termination of the ~~Class C Supplemental Agreement. All withdrawals from~~ Cash Collateral Account, make a deposit into the Cash Collateral Account ~~shall be made~~ in the ~~priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided~~ amount specified in, and otherwise in ~~this Supplement and the Class C Supplemental Agreement~~accordance with, subsection 4.11(f). (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any ~~Transfer~~ Payment Date, after giving effect to any withdrawals from and deposits to the Cash Collateral Account on such ~~Transfer~~ Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following ~~Transfer~~ Payment Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.11(b), the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Indenture Trustee shall ~~maintain for~~ not hold Eligible Investments through an agent or a nominee. On each Payment Date (but subject to subsections 4.11(c) and 4.11(d)), the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities~~Investment Earnings, if any, ~~evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses)~~ accrued since the preceding ~~Transfer~~ Payment Date on funds on deposit in the Cash Collateral Account shall be ~~paid to~~ retained in the ~~Seller~~Cash Collateral Account and applied as other funds therein are applied. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this ~~Supplement~~Indenture Supplement (subject to subsections 4.11(c) and 4.11(d)), all ~~investment earnings on such funds~~ Investment Earnings shall be deemed not to be available or on deposit. (c) ~~On each Determination~~ If, on any Payment Date, the ~~Servicer shall calculate the~~ aggregate amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that available for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency distribution pursuant to ~~Section 4.07(a~~subsections 4.04(a)(iv) ~~through (g~~and 4.04(a)(viii) is less than the aggregate amount required to be distributed pursuant to subsections 4.04(a)(iv) and 4.04(a)(viii) (~~in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after~~ without giving effect to ~~all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero~~any limitation based on Available Finance Charge Collections), the Indenture Trustee, ~~acting in accordance with~~ at the ~~instructions~~ written direction of the Servicer, shall withdraw from the Cash Collateral Account the amount of such deficiency up to the Available Cash Collateral Account Amount and, if the Available Cash Collateral Account Amount is less than such deficiency, Investment Earnings credited to the Cash Collateral Account, and ~~apply~~ deposit such amount in the Collection Account for payment first to the Class C Noteholders in respect of interest on the Class C Notes to the extent of any deficiency in amounts otherwise available under subsection 4.04(a)(iv) and then to the Class D Noteholders in respect of interest on the Class D Notes in accordance with Section 4.04. (d) On the ~~Class C Supplemental Agreement~~Series 2003-A Final Maturity Date, the Indenture Trustee at the written direction of the Servicer shall withdraw from the Cash Collateral Account an amount equal to the lesser of (i) the sum of the Class C Note Principal Balance and the Class D Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Cash Collateral ~~Surplus~~Account Amount and, if the Available Cash Collateral Account Amount is not sufficient to reduce each of the Class C Note Principal Balance and the Class D Note Principal Balance to zero, Investment Earnings credited to the Cash Collateral Account up to the amount required to reduce each of the Class C Note Principal Balance and the Class D Note Principal Balance to zero, and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders and the Class D Noteholders in accordance with subsections 5.02(f) and 5.02(h). (e) On any day following the occurrence of an Event of Default with respect to Series 2003-A and acceleration of the maturity of the Series 2003-A Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw from the Cash Collateral Account an amount equal to the Available Cash Collateral Account Amount and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders and the Class D Noteholders, in that order of priority, in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Payment Date, after giving effect to all withdrawals from the Cash Collateral Account, the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount then in effect, Available Finance Charge Collections, minus the amount described in clause (d) of the definition of Available Finance Charge Collections, shall be deposited into the Cash Collateral Account under the circumstances set forth in subsection 4.04(a)(ix) up to the amount of the Cash Collateral Account Deficiency. (g) If on any Payment Date, after giving effect to all withdrawals from and deposits to the Cash Collateral Account, the amount on deposit in the Cash Collateral Account would exceed the Required Cash Collateral Account Amount then in effect, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Transferor. On the date on which each of the Class C Note Principal Balance and the Class D Note Principal Balance has been paid in full (including amounts to be paid to the Class C Noteholders and the Class D Noteholders pursuant to subsection 4.11(d) above), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Cash Collateral Account all amounts then remaining in the Cash Collateral Account and pay such amounts to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Advanta Business Recievables Corp)

Cash Collateral Account. (a) ~~The Servicer~~ Except as otherwise set forth below, Borrower shall ~~establish~~ at all times immediately deposit any funds received by Borrower from any source (including without limitation all proceeds of Accounts and ~~maintain,~~ all other Collateral) into a cash collateral account at Lender in ~~the~~ Borrower’s name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "“Cash Collateral Account~~") bearing~~ ”), over which Lender shall have exclusive and unrestricted access. Borrower shall at all times direct its Account Debtors to mail or deliver all checks or other forms of payment for amounts owing to Borrower to a ~~designation clearly indicating that~~ post office box designated by Lender (the “Lockbox”), over which Lender shall have exclusive and unrestricted access. Prior to disbursement of any Loans, Borrower shall establish the Lockbox, and thereafter Borrower shall at all times maintain the Lockbox with Lender in accordance with the terms hereof. Except for funds deposited ~~therein are held~~ into the Cash Collateral Account, all funds received by Borrower from any source shall immediately be directed to the Lockbox. Lender shall collect the mail delivered to the Lockbox, open such mail, and endorse and credit all items to the Lockbox. (b) All funds flowing through the Lockbox shall automatically be transferred to the Cash Collateral Account. Borrower shall direct all customers or other persons owing money to Borrower who make payments by electronic transfer of funds to wire such funds directly to the Cash Collateral Account. Borrower shall hold in trust for Lender all amounts that Borrower receives despite the ~~benefit of~~ directions to make payments to the ~~Series 1998-1 Certificateholders~~ Cash Collateral Account, and immediately deliver such payments to Lender in their original form as received from the ~~Class C Interest Holders~~payor, with proper endorsements for deposit into the Cash Collateral Account. ~~The~~ Borrower irrevocably authorizes Lender to transfer to the Cash Collateral Account any funds that have been deposited into any other accounts or that Lender has received by wire transfer, check, cash, or otherwise. Lender shall ~~initially be established with the Trustee. The Trustee shall possess~~ have all right, title and interest in all ~~funds on deposit~~ of the items from time to time held in the Cash Collateral Account and ~~in all proceeds thereof~~their proceeds. ~~The~~ Neither Borrower nor any person claiming through Borrower shall have any right or control over the use of, or any right to withdraw any amount from, the Cash Collateral ~~Account~~ Account, which shall be under the sole ~~dominion and~~ control of ~~the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ Lender. (c) Lender shall transfer all sums collected in the Cash Collateral Account ~~shall be subordinated to the interests~~ into a Deposit Account of ~~the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account~~Borrower maintained with Lender, ~~the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or~~ promptly after receipt of such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller sums in immediately available ~~funds into the Cash Collateral Account. Funds on deposit~~ funds, provided that if a Default or Event of Default has occurred and is continuing, or Lender otherwise deems it advisable in its discretion to do so, Lender may apply amounts held in the Cash Collateral Account ~~shall be invested at~~ to the ~~direction~~ outstanding balance of the ~~Servicer by the Trustee in Cash Collateral Account Investments. Funds~~ Obligations on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07)a daily basis. (d) In Lender may from time to time in its discretion make Loans to Borrower to cover checks or other items or charges that Borrower has drawn or made against its operating account (the ~~event that~~ “Operating Account”) or to cause payment of amounts due under the ~~Cash Collateral Surplus on~~ Loan Documents. Borrower authorizes Lender to make such Loans from time to time by means of appropriate entries of credits to the Operating Account sufficient to cover any ~~Distribution Date~~such charges then presented, ~~after giving effect~~ such Loans to ~~all deposits~~ be subject to ~~and withdrawals~~ the terms of this Agreement as though made pursuant to a request from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral SurplusBorrower.

Appears in 1 contract

Samples: Loan and Security Agreement (Accelerize New Media Inc)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders~~B Certificate-holders, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class ~~C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee~~B Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Series 1998-1~~ Class A Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Certificateholders. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Sellers, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Supplement, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement. All withdrawals from~~ termination of the Cash Collateral Account ~~shall be made~~ make a deposit into the Cash Collateral Account in the ~~priority set forth below~~amount specified in, and otherwise in accordance with, Section 4.05(a)(xiii). The ~~Class C Interest Holders~~ Sellers shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.the

Appears in 1 contract

Samples: Supplement (Providian National Bank)

Cash Collateral Account. ~~(a) The~~ 4.1 On or before the Closing Date, the Servicer shall establish and ~~maintain,~~ maintain one or more segregated accounts in the name of the ~~Trustee,~~ Servicer on behalf of the ~~Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ Lender (collectively the "Cash Collateral Account"), ----------------------- which must be Eligible Accounts, into which all amounts received by the Servicer from the Manager's Account, the Master Account, the Operating Account, and the Lockbox Account, as applicable, and all other funds of the Borrower (other than funds held in the Capital Expenditure and FF&E Reserve Account) ~~bearing a designation clearly indicating that the funds deposited therein are~~ held as security for the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account~~ Loan shall ~~initially~~ be ~~established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from~~ deposited. 4.2 From time to ~~time in~~ time, the Servicer will establish one or more segregated subaccounts of the Cash Collateral Account ~~and~~ into which (a) Insurance Proceeds held by the Lender in ~~all proceeds thereof. The Cash Collateral Account~~ accordance with Section 13 of the Mortgages, the text of which is set forth in Schedule II hereto, shall be deposited, (b) certain payments of Condemnation Proceeds held by the Lender pursuant to Section 14 of the Mortgages, the text of which is set forth in Schedule II hereto, shall be deposited, (c) the tax and insurance escrows required by Section 6 hereof shall be deposited and (d) the amounts in the Borrower Debt Service Reserve Account required by the provisions of these Cash Management Procedures shall be deposited. All Condemnation Proceeds and Insurance Proceeds (except Condemnation Proceeds and Insurance Proceeds that the Borrower is permitted to retain under the ~~sole dominion and control~~ terms of the ~~Trustee for~~ applicable Mortgage) will be deposited into the ~~benefit of~~ appropriate subaccount to be disbursed by the ~~Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ Servicer in the ~~Cash Collateral Account shall be subordinated~~ manner contemplated by the applicable Mortgage. 4.3 On each Debt Service Payment Date prior to the ~~interests of~~ Optional Prepayment Date, unless the ~~Series 1998-1 Certificateholders as provided herein and~~ procedures set forth in ~~the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account~~Section 7 apply, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account (excluding amounts held in escrow, reserve, or other subaccounts, which shall be withdrawn and applied solely for the purposes for which such subaccounts are maintained) shall be made by the Servicer only for the following purposes and in the ~~amounts~~ following order of priority: (A) (i) if the Securitization has been effected, to transfer funds to the Collection Account (as such term is defined in the Pooling and at Servicing Agreement used in the ~~times~~ Securitization) in the amount needed (y) to pay the fees, costs and expenses (together, the "Servicing Expenses") to be paid or reimbursed ------------------ by the Borrower pursuant to the provisions of clauses (v) and (vi) of Section 7.1(a) of the Loan Agreement, the text of which is set forth in Schedule II hereto, to the parties entitled thereto and (z) to the extent that the payments called for under this ~~Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall~~ clause (i) have not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount been received by ~~it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of~~ the Servicer ~~by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals~~ from ~~the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on~~ or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, U.S. Obligations held by the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the ~~instructions~~ provisions of Section 2.3 of the ~~Servicer~~Loan Agreement, ~~shall withdraw from~~ the ~~Cash Collateral Account~~text of which is set forth in Schedule II hereto (the "U.S. Obligations"), (a) first, to the payment of the interest at ---------------- the Base Rate and/or Default Rate, as applicable, then due and payable under the Note, (b) next, to the Principal Payment then due and payable under the Note, and ~~apply in accordance with~~ (c) next, to the ~~Class C Supplemental Agreement~~payment of any other Debt then due and payable to the Lender (Items (a) and (b) hereinafter, ~~an amount equal to such Cash Collateral Surplus.~~the "Monthly ------- Debt Service Payment"); --------------------

Appears in 1 contract

Samples: Loan Agreement (Marriott Residence Inn Ii Limited Partnership)

Cash Collateral Account. (ai) The ~~Servicer~~ Borrower shall ~~establish~~ establish, on or before the date hereof, and shall at all times thereafter maintain, in a separate cash collateral account with the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account Administrative Agent (the "“Cash Collateral Account"”) ~~bearing a designation clearly indicating that~~ into which the ~~funds deposited therein are held for the benefit~~ Administrative Agent may, if an Event of ~~the Series 1998-1 Certificateholders~~ Default is then continuing, deposit all Rents and ~~the Class C Interest Holders~~other cash proceeds. ~~The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time~~ Funds available in the Cash Collateral Account ~~and~~ may be applied to the prepayment of the Notes from time to time at the sole discretion of the Majority Lenders as provided in ~~all proceeds thereof~~Section 6.2(g)(ii). The Cash Collateral Account shall be under the sole and exclusive dominion and control of the ~~Trustee for the benefit~~ Administrative Agent, on behalf of the ~~Series 1998-1 Certificateholders~~ Lenders, and the ~~Class C Interest Holders. The interest of~~ Borrower shall not have the ~~Class C Interest Holders in~~ right to make any withdrawals from, exercise any control or authority over, or originate instructions with respect to, the Cash Collateral ~~Account shall be subordinated to~~ Account. (ii) Without limiting the ~~interests~~ rights of Administrative Agent and the Lenders under Section 6.2(g)(ii), the Borrower and the Lenders hereby irrevocably authorize the Administrative Agent, on behalf of the ~~Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases~~ Lenders, to transfer, or cause to be ~~an Eligible Deposit Account~~transferred, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except on each Business Day, or as ~~specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in~~ soon thereafter as sufficient immediately available funds ~~into the Cash Collateral Account. Funds~~ are on deposit in the Cash Collateral Account to make the applicable transfers, funds in the following amounts: (A) funds in the amount, if any, required to be deposited in the Tax and Insurance Reserve Account pursuant to Section 6.2(c), shall be ~~invested at~~ transferred from the ~~direction of the Servicer by the Trustee in~~ Cash Collateral Account ~~Investments. Funds on deposit~~ to the Tax and Insurance Reserve Account; (B) funds in an amount equal to the sum of principal and interest next payable under the Notes, shall be transferred from the Cash Collateral Account to the Administrative Agent’s Account for ratable distribution to the Lenders; (C) funds in an amount equal to the amount required to be deposited in the Debt Service Reserve Account pursuant to Section 6.2(b), shall be transferred from the Cash Collateral Account to the Debt Service Reserve Account; and (D) if, after all prior allocations under the preceding clauses (A) through (C), an Event of Default is then continuing, all funds remaining in the Cash Collateral Account ~~on any Transfer Date~~may be paid or disbursed to pay condominium assessments, ~~after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date~~fees, ~~shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ dues and other operating expenses related to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior Realty and/or applied pursuant to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) provisions of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.076.2(g)(ii). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Credit Agreement (Triple-S Management Corp)

Cash Collateral Account. (a) ~~The Servicer shall establish and maintain, in~~ Prior to the ~~name~~ making of the ~~Trustee~~initial Advance, ~~on behalf of~~ the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account Company shall ~~initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on~~ deposit ~~from time to time~~ in the Cash Collateral Account ~~and in all proceeds thereof. The~~ an amount equal to the Required Cash Collateral Account ~~shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~Balance. The ~~interest of the Class C Interest Holders in~~ Company shall also immediately deposit into the Cash Collateral Account ~~shall be subordinated~~ the amount of any capital contribution made by DVIBC pursuant to Section 1.02(g) of the Contribution and Servicing Agreement to the ~~interests of~~ extent directed by the ~~Series 1998-1 Certificateholders as provided herein and~~ Seller. (b) No later than 10:00 a.m. (New York City time) on the Business Day prior to each Payment Date, the Collateral Agent shall, in accordance with a direction set forth in the ~~Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account~~Servicer Report, ~~the Trustee (or the Servicer~~ make a draw on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in an amount equal to the ~~amounts and at~~ lesser of (x) the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds amount then on deposit in the Cash Collateral Account ~~shall be invested at~~ and (y) the ~~direction of the Servicer~~ extent by which funds then held by the ~~Trustee~~ Collateral Agent are not sufficient to pay the Monthly Interest and Monthly Principal, if any, on such Payment Date. The proceeds of any such draws will be used by the Collateral Agent to pay the Monthly Interest and Monthly Principal, if any, due on such Payment Date. (c) On each Payment Date, the Collateral Agent, in ~~Cash Collateral Account Investments. Funds~~ accordance with a direction set forth in the Servicer's Report, shall withdraw the excess, if any, of (i) amounts on deposit in the Cash Collateral Account ~~on any Transfer Date,~~ (determined after giving effect to any ~~withdrawals from~~ draws made pursuant to Section 5(b)) over (ii) the then current Required Cash Collateral Account Balance and deposit such amounts into the Finance Charge Account to be applied in accordance with the priorities set forth in Section 2.9(b) hereof. (d) On the first Business Day after the date on ~~such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior~~ which the Collateral Agreement terminates pursuant to the ~~following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided~~terms thereof and all Secured Obligations have been paid in full, ~~however~~the Collateral Agent shall, ~~that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ upon written certification thereof by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, withdraw all ~~interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds~~ amounts then on deposit in the Cash Collateral Account ~~shall be paid~~ and deliver such amounts to the ~~Seller. For purposes of determining the availability of funds~~ Company or ~~the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit~~its designee. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Secured Credit Line Agreement (Dvi Inc)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementVFN Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $8,210,126.58 in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in~~ required to be distributed pursuant to clauses (a5.4(a)(i) through (gvii) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~clauses 5.4(a)(i) through (gvii) (in the order of priority set forth in ~~Section 4.07~~subsection 5.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 5.10(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Alliance Data Systems Corp)

Cash Collateral Account. (a) The ~~Servicer shall establish and maintain~~Owner Trustee shall, on the Closing Date, deposit or cause to be deposited in the ~~name~~ Cash Collateral Account by wire transfer of immediately available funds the Initial Cash Collateral Amount from the proceeds of the ~~Trustee~~loan to be made on the Closing Date by the Cash Collateral Depositor under the Cash Collateral Agreement. On each Distribution Date, ~~on behalf~~ the Owner Trustee shall deposit or cause to be deposited into the Cash Collateral Account by wire transfer of immediately available funds any amount it receives pursuant to Section 5.05(b)(viii) of this Agreement, which amount shall be designated as being for deposit in the Cash Collateral Account. The Owner Trustee shall have the sole right to make withdrawals from the Cash Collateral Account and to exercise all rights with respect to the Cash Collateral Account Property. Amounts withdrawn from the Cash Collateral Account and paid to the Certificateholders, the Cash Collateral Depositor or the holder of the ~~Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~GP Interest, as ~~their interests appear~~ provided herein and in the ~~Class C Supplemental~~ Cash Collateral Agreement, ~~an Eligible~~ shall not be required to be reimbursed to the Cash Collateral Account by the Trustees, the Securityholders, the Cash Collateral Depositor, any Paying Agent or any transferee thereof. (b) In the event that the sum of the Certificate Interest Distribution Amount (including any Outstanding Certificate Interest), Principal Liquidation Loss Amount and Principal Distribution Amount to be distributed to the Certificateholders for any Distribution Date exceeds the amount deposited in the Certificate Distribution Account pursuant to Sections 5.05(b)(v), 5.05(b)(vi) and 5.05(b)(vii) of this Agreement, respectively, on such Distribution Date, the Servicer shall instruct the Owner Trustee in writing to withdraw or cause to be withdrawn from the Cash Collateral Account on or before the related Deposit ~~Account~~ Date the lesser of the amount of such excess and the Available Cash Collateral Amount (the "Draw Amount"). The Owner Trustee shall deposit such amount, or cause such amount to be deposited, into the Certificate Distribution Account no later than 12:00 noon, New York City time, on such Deposit Date. (c) On or before the Deposit Date immediately preceding the Certificate Final Distribution Date, the Servicer shall instruct the Owner Trustee to withdraw or cause to be withdrawn from the Cash Collateral Account an amount (the "Final Draw Amount") equal to the lesser of (i) the Certificate Balance on the Certificate Final Distribution Date, after giving effect to distributions of the Principal Distribution Amount to Certificateholders on the Certificate Final Distribution Date pursuant to Section 5.05(b)(vii) of this Agreement and (ii) the amount on deposit in the Cash Collateral Account~~") bearing a designation clearly indicating that~~ , excluding Investment Earnings with respect thereto, after giving effect to any withdrawal from the ~~funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Cash Collateral Account ~~shall initially be established with the Trustee~~pursuant to clause (b) of this Section 5.06. The Owner Trustee shall ~~possess all right~~deposit such amount, ~~title and interest in all funds~~ or cause such amount to be deposited, into the Certificate Distribution Account no later than 12:00 noon, New York City time, on such Deposit Date. (d) Investment Earnings on amounts on deposit ~~from time to time~~ in the Cash Collateral Account and ~~in all proceeds thereof. The~~ Cash Collateral Account ~~shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ Surplus on deposit in the Cash Collateral Account shall be ~~subordinated~~ distributed to the ~~interests~~ Cash Collateral Depositor to the extent required by Sections 3(a) and (b) of the ~~Series 1998-1~~ Cash Collateral Agreement. (e) On each Distribution Date, the Owner Trustee shall pay to the holder of the GP Interest any amounts which remain on deposit in the Cash Collateral Account after making the payments contemplated by the foregoing subparagraphs (b) and (d), and which are in excess of the Required Cash Collateral Amount (as determined by the Servicer) for the following Distribution Date. On the Certificate Final Distribution Date, the Owner Trustee shall pay to the holder of the GP Interest any amounts remaining on deposit in the Cash Collateral Account after paying the Final Draw Amount to the Certificateholders as ~~provided herein~~ contemplated by subparagraph (c) above and in paying the ~~Class C Supplemental~~ outstanding principal and interest payable to the Cash Collateral Depositor pursuant to Section 3(c) of the Cash Collateral Agreement. . (f) If at any time the Cash Collateral Account ceases to be maintained at an Eligible ~~Deposit Account~~Institution as required by Section 5.01(a), the Owner Trustee ~~(or the Servicer on its behalf)~~ shall within 10 Business Days (or such longer ~~period,~~ period not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified ~~above as an Eligible Deposit Account,~~ in Section 5.01(a) and shall transfer any and all cash ~~and/or any~~ and investments in the Cash Collateral Account to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Cit Group Securitization Corp Ii)

Cash Collateral Account. (a) ~~The Servicer~~ Subject to the requirements set forth in Section 3.7, the Program Lessee shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account maintain a cash collateral account (the "Cash Collateral Account") ~~bearing a designation clearly indicating that~~ at an Eligible Institution, which agrees to abide by the ~~funds deposited therein are held for the benefit~~ provisions of ~~the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account~~ Section 3.7 (which shall initially be ~~established with the Trustee.~~ The ~~Trustee~~ Chase Manhattan Bank), and such account shall ~~possess all right, title and interest in all funds on deposit from time to time~~ be held in the ~~Cash Collateral Account~~ name of "RCL Trust 2000-1, subject to the security interest of The Chase Manhattan Bank, as Indenture Trustee, and ~~in all proceeds thereof~~Ford Credit Auto Lease Trust 2000-1, as secured parties" or words substantially similar thereto. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee ~~for~~ until the ~~benefit~~ Outstanding Amount of the ~~Series 1998-1 Certificateholders~~ Senior Notes has been reduced to zero, and thereafter, under the ~~Class C Interest Holders~~sole dominion and control of the Lease Trustee. On the Closing Date, the Program Lessee shall deposit the Initial Cash Collateral Deposit into the Cash Collateral Account. The ~~interest~~ Cash Collateral Account shall not be property of the ~~Class C Interest Holders~~ Program Lessor. All amounts on deposit in and credited to the Cash Collateral Account, including the Initial Cash Collateral Deposit and all proceeds thereof (such amounts, the "Cash Collateral Account Property"), shall be invested by the Indenture Trustee until the Outstanding Amount of the Senior Notes has been reduced to zero, and thereafter by the Lease Trustee, in Permitted Investments that mature not later than the Business Day preceding the next Payment Date, and such Permitted Investments shall be held to maturity. All investment earnings on amounts deposited to the Cash Collateral Account shall be ~~subordinated~~ credited to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account~~. Funds~~ , and losses, if any, and investment expenses with respect to amounts on deposit in the Cash Collateral Account shall be ~~invested at~~ charged to the ~~direction of the Servicer by the Trustee in~~ Cash Collateral ~~Account Investments~~Account. ~~Funds on deposit in~~ All such investment income shall be reported for federal income tax purposes as being earned by RCL Trust 2000-1 and shall be reported by Ford Credit as sole beneficial owner of RCL Trust 2000- 1. If the institution at which the Cash Collateral Account is maintained ceases to be an Eligible Institution, then the Cash Collateral Account shall be moved to an Eligible Institution within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent). (b) The Program Lessor agrees that: (i) pursuant to Section 5.2(e) of the Series 2000-1 Supplement, on ~~any Transfer~~ the Business Day preceding each Payment Date, ~~after giving effect~~ the Administrative Agent shall deposit the Cash Collateral Deposit Amount into the Cash Collateral Account; (ii) pursuant to Section 6.5 of this Program Operating Lease, on each Payment Date, the Lease Trust Paying Agent shall deposit any ~~withdrawals~~ and all payments of principal and interest received by the Program Lessee on the Subordinated Notes into the Cash Collateral Account; and (iii) pursuant to Section 9.2 of this Program Operating Lease, on the Business Day preceding each Payment Date, or on each Business Day if each Monthly Remittance Condition has not been satisfied, the Program Lessee shall deposit or cause to be deposited any Transferor Purchase Option Net Proceeds into the Cash Collateral Account until the aggregate cumulative amount deposited into the Cash Collateral Account in respect of such proceeds equals $[ ]. (c) The Program Lessor agrees that the Indenture Trustee shall (i) pursuant to Section 8.4(a) of the Indenture, withdraw on the Business Day preceding each Payment Date from the Cash Collateral ~~Account on such Transfer Date~~Account, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral ~~Account Investments. On~~ Required Draw Amount and (ii) pursuant to Section 8.4(d) of the Indenture, withdraw on each ~~Transfer Date~~Payment Date from the Cash Collateral Account, ~~all interest and earnings~~ the Cash Collateral Additional Draw Amount. (~~net~~ d) In the event of ~~losses and investment expenses) accrued since the preceding Transfer Date on funds~~ a Lease Event of Default, any amounts on deposit in the Cash Collateral Account shall be ~~paid~~ applied to ~~the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for~~ pay any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts ~~specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread~~ due and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency owing pursuant to Section ~~4.07(a~~11.1(d) ~~through (g) (in~~ by the ~~order of priority set forth in Section 4.07)~~Program Lessee. (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Program Operating Lease (Fcal LLC)

Cash Collateral Account. ~~(a)~~ The ~~Servicer~~ Securities Intermediary agrees to hold any Account Collateral, which shall ~~establish and maintain~~constitute “cash Collateral” for purposes of this Agreement. The Securities Intermediary, except in ~~the name~~ its capacity as such, waives any claim or lien against any Account Collateral it may have, by operation of ~~the Trustee, on behalf of the Trust~~law or otherwise, for any amount owed to it by the ~~benefit~~ Issuer or any Grantor. The Securities Intermediary hereby agrees that, notwithstanding anything to the contrary in this Agreement (i) any amounts of Account Collateral to be held by the ~~Series 1998-1 Certificateholders~~ Securities Intermediary and ~~the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ any investment earnings thereon will be credited to securities account no. 30000000 (the "“Cash Collateral Account"”), which account constitutes a securities account (as defined in Section 8-501(a) ~~bearing a designation clearly indicating that the funds deposited therein are held for the benefit~~ of the ~~Series 1998~~UCC) for which it is a “securities intermediary” (as defined in Section 8-~~1 Certificateholders~~ 102(a)(14) of the UCC) and the ~~Class C Interest Holders. The~~ Security Trustee is the “entitlement holder” (as defined in Section 8-102(a)(7) of the UCC) of the “securities entitlement” (as defined in Section 8-102(a)(17) of the UCC) with respect to each “financial asset” (as defined in Section 8-102(a)(9) of the UCC) credited to such Cash Collateral ~~Account shall initially be established~~ Account, (ii) all such amounts, and all other property acquired with ~~the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time~~ cash credited to ~~time in~~ the Cash Collateral Account ~~and in~~ will be credited to the Cash Collateral Account, (iii) all ~~proceeds thereof. The~~ items of property (whether cash, investment property, other investments, securities, instruments or other property) credited to the Cash Collateral Account ~~shall~~ will be treated as a “financial asset” under ~~the sole dominion and control~~ Article 8 of the ~~Trustee for the benefit~~ UCC, (iv) its “securities intermediary’s jurisdiction” (as defined in Section 8-110(e) of the ~~Series 1998-1 Certificateholders~~ UCC) with respect to the Cash Collateral Account is the State of New York, and ~~the Class C Interest Holders. The interest of the Class C Interest Holders~~ (v) all securities, instruments and other property in order or registered form and credited to the Cash Collateral Account shall be ~~subordinated~~ payable to or to the ~~interests of~~ order of, or registered in the ~~Series 1998-1 Certificateholders as provided herein~~ name of, the Securities Intermediary or shall be indorsed to the Securities Intermediary or in blank, and in ~~the Class C Supplemental Agreement. If at~~ no case whatsoever shall any ~~time~~ financial asset credited to the Cash Collateral Account ~~ceases~~ be registered in the name of the Issuer or any Grantor, payable to ~~be an Eligible Deposit Account,~~ or to the ~~Trustee (~~order of the Issuer or any Grantor or specially indorsed to the ~~Servicer on its behalf) shall within 10 Business Days (~~Issuer or any Grantor except to the extent the foregoing have been specially indorsed by the Issuer or such ~~longer period, not~~ Grantor to ~~exceed 30 calendar days, as~~ the Securities Intermediary or indorsed in blank. The Security Trustee agrees that it will hold (and will indicate clearly in its books and records that it holds) its “securities entitlement” to ~~which each Rating Agency may consent) establish a new~~ the “financial assets” credited to the Cash Collateral Account ~~meeting~~ in trust for the ~~conditions specified above~~ benefit of the Secured Parties. Without waiving any rights as ~~an Eligible Deposit Account~~set forth in the parentheticals to Section 3.02(a) and (b) hereof, the Securities Intermediary and ~~shall transfer~~ the Security Trustee hereby waive any ~~cash and/or~~ right of set-off, encumbrance, security interest, lien or other claim at law or otherwise against any ~~investments to such new~~ Account Collateral or the Cash Collateral Account. The ~~Trustee~~Issuer and each Grantor acknowledges that, ~~at the direction~~ by reason of the ~~Servicer, shall make deposits to and withdrawals from~~ Security Trustee being the “entitlement holder” in respect of the Cash Collateral Account as provided above, the Security Trustee shall have the sole right and discretion (except as provided in the ~~amounts and at~~ next sentence with respect to investment orders or instructions by the ~~times set forth~~ Issuer or any Grantor), subject only to the terms of this Agreement, to give all “entitlement orders” (as defined in ~~this Supplement and~~ Section 8-102(a)(8) of the ~~Class C Supplemental Agreement. All withdrawals from~~ UCC) with respect to the Cash Collateral Account and any and all financial assets and other property credited thereto to the exclusion of the Issuer and each Grantor; provided, however, in no event shall the consent of the Issuer or any Grantor be ~~made in~~ required as a condition to the ~~priority set forth below~~Securities Intermediary complying with any such entitlement order of the Security Trustee. The ~~Class C Interest Holders~~ Securities Intermediary shall ~~not be entitled to reimbursement~~ comply with any investment orders or instructions from the ~~Trust Assets for~~ Issuer or any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into Grantor concerning the Cash Collateral Account. ~~Funds on deposit in the Cash Collateral Account shall be invested~~ If at ~~the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on~~ any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicertime, the ~~Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment~~ Securities Intermediary is ~~held~~ no longer able to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from hold the Cash Collateral Account, ~~and apply in accordance with~~ the ~~Class C Supplemental Agreement,~~ Issuer shall designate an ~~amount equal~~ Eligible Institution that has executed an Account Control Agreement to ~~such~~ hold the Cash Collateral ~~Surplus~~Account. Prior to subjecting any cash or other Account Collateral to the Lien hereof that is not held by the Security Trustee under this Section 2.07, which each Grantor shall have the right at its option to do, the applicable Grantor and the Security Trustee shall enter into an Account Control Agreement with respect thereto and the account to which such cash or other Account Collateral is to be held, and such cash or other Account Collateral shall constitute “cash Collateral” for purposes of this Agreement.

Appears in 1 contract

Samples: Aircraft Mortgage and Security Agreement (General Electric Capital Corp)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~B Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~B Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementB Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $20,000,000 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Appears in 1 contract

Samples: Pooling and Servicing Agreement Supplement (Capital One Master Trust)

Cash Collateral Account. (ai) ~~The Servicer~~ Pursuant to the Cash Collateral Agreement, on September 28, 2001, Lessee shall ~~establish and maintain,~~ cause Additional Cash Collateral in an amount not less than (i) the ~~name~~ aggregate Outstanding Tranche B Amount under the Lease Supplements plus (ii) the aggregate Outstanding Equity Amount under the Lease Supplements plus (iii) an amount equal to the next due payments of the ~~Trustee, on behalf~~ Variable Component of Rent attributable to the ~~Trust, for the benefit of the Series 1998-1 Certificateholders~~ Outstanding Tranche B Amount and the ~~Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ Outstanding Equity Amount (the "Required Cash Collateral Amount") to be held in the Cash Collateral Account~~") bearing a designation clearly indicating that the funds deposited therein are held~~ , as security for the ~~benefit~~ obligations of Lessee to the Tranche B Participants and the Equity Participants under the Operative Documents. (ii) On October 28, 2001 and on the 28th day of each succeeding month (unless such day is not a Business Day, in which case on the next succeeding Business Day), Lessee shall furnish or cause to be furnished to Agent a certificate in form reasonably satisfactory to Agent setting forth, in a reasonably detailed calculation, the value of the ~~Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Additional Cash Collateral ~~Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time~~ in the Cash Collateral Account ~~and~~ as of such date. (iii) If on any date that a certificate is furnished in ~~all proceeds thereof. The~~ accordance with Subparagraph 5.03(b)(ii) the value of the Additional Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be ~~subordinated~~ less than the Required Cash Collateral Amount, then Lessee shall deliver to the ~~interests of~~ Securities Intermediary Additional Cash Collateral in an amount such that the ~~Series 1998-1 Certificateholders as provided herein and~~ Additional Cash Collateral in ~~the Class C Supplemental Agreement. If at any time~~ the Cash Collateral Account ~~ceases~~ is equal to ~~be an Eligible Deposit Account~~or greater than the Required Cash Collateral Amount. If, on such date, the ~~Trustee (or~~ value of the ~~Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new~~ Additional Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be ~~invested at~~ greater than the ~~direction~~ Required Cash Collateral Amount, and provided that no Default or Event of Default shall have occurred and be continuing, Lessee may request that Securities Intermediary shall promptly release such excess amount to Lessee in an amount such that, after giving effect to such release, the value of the ~~Servicer by the Trustee in~~ Additional Cash Collateral ~~Account Investments. Funds on deposit~~ remaining in the Cash Collateral Account ~~on any Transfer Date, after giving effect to any withdrawals from~~ shall equal or exceed the Required Cash Collateral ~~Account~~ Amount (for the purposes of this subsection (iii), such released Additional Cash Collateral, "Surplus Collateral"). By 5:00 P.M., San Francisco, California time, on the next Business Day after receipt of such ~~Transfer Date~~notice, the Securities Intermediary shall ~~be invested in~~ release such ~~investments that will mature so that such funds will be available for withdrawal on or prior~~ Surplus Collateral to the ~~following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity~~Lessee; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to ~~all deposits to~~ such release, no Default or Event of Default shall have occurred and ~~withdrawals from~~ be continuing; and provided further, that no release of Surplus Collateral shall in any way affect the ~~Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions~~ obligations of the ~~Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal~~ Lessee pursuant to ~~such Cash Collateral Surplus~~Subparagraph 5.03(b)(ii)."

Appears in 1 contract

Samples: Participation Agreement (Lsi Logic Corp)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ C Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, a "CASH COLLATERAL ACCOUNT" which shall be an Eligible Deposit ~~Account (the "Cash Collateral~~ Account") , bearing ~~a designation~~ designations clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ C Holders and the ~~Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee~~Depositor, as their interests appear herein. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ C Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor as their interests appear herein. The ~~interest~~ interests of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998~~1996-~~1 Certificateholders~~ C Holders as provided herein and in the ~~Class C Supplemental~~ Cash Collateral Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 thirty calendar days, as to which each Rating Agency ~~may~~ shall consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement.conditions (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer (or the Cash Collateral Depositor, if so provided in the Class C Supplemental Agreement) by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; ~~provided~~PROVIDED, ~~however~~HOWEVER, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the ~~1998~~Series 1996-~~1 Certificateholders~~ C Holders may be adversely affected if such Eligible Investment is held to ~~its~~ maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998~~1996-~~1 Certificateholders~~ C Holders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the ~~negotiable~~ instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ distributed to the ~~Seller~~Cash Collateral Depositor or its designee. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "~~Required Draw Amount~~CLASS A REQUIRED DRAW AMOUNT") ~~by which~~ (determined after giving effect to any distribution to be made pursuant to Section 4.5(a) on the ~~amounts specified in clauses~~ related Distribution Date) equal to the excess, if any, of (ai) ~~through (g) of Section 4.07~~ the Class A Required Amount, if any, with respect to ~~the related~~ such Distribution Date ~~exceed~~ over (ii) the amount of Excess Spread and Excess Finance ~~Charges~~ Charge Collections allocated ~~with respect~~ to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency Series 1996-C available pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.to

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2006-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2006-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2006-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $1,750,000 in immediately available funds into the Cash Collateral Account. On each day on which funds are released from the Pre-Funding Account pursuant to Section 4.18(d), funds so released, to the extent available for such purpose, shall be deposited into the Cash Collateral Account up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount on such date of determination. In addition, if on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) In On (i) any Transfer Date and (ii) the ~~event that~~ last day of the ~~Cash Collateral Surplus on any Distribution Date~~Funding Period, if after giving effect to all deposits to and withdrawals from the Cash Collateral Account ~~with respect to~~ on such ~~Distribution Date, is greater than zero~~date, the ~~Trustee~~amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Alliance Data Systems Corp)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2004-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2004-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2004-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $12,500,000 in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gv) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gv) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (World Financial Network Credit Card Master Trust)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998-1~~ [ ] Certificateholders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, ~~an Eligible Deposit Account (the~~ a "Cash Collateral Account") " which shall be an Eligible Deposit Account, bearing ~~a designation~~ designations clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998-1~~ [ ] Certificateholders and the ~~Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee~~Depositor. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998-1~~ [ ] Certificateholders and the ~~Class C Interest Holders~~Cash Collateral Depositor as their interests appear herein. The interest of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998-1 Certificateholders~~ [ ] Certificate holders as provided herein and in the ~~Class C Supplemental~~ Loan Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency ~~may~~ shall consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Cash Collateral Depositor under the Loan Agreement, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in ~~this Supplement~~ paragraphs (c) through (i) below, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement~~termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C Interest Holders~~ Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer (or the Cash Collateral Depositor, as provided in the Loan Agreement) by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998-1~~ [ ] Certificateholders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid to~~ applied in accordance with the ~~Seller~~Loan Agreement. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") ~~by which~~ (determined after giving effect to any distribution to be made pursuant to Section 4.05(a) on the ~~amounts specified in clauses~~ related Distribution Date) equal to the excess, if any, of (ai) ~~through (g) of Section 4.07~~ the Required Amount, if any, with respect to ~~the related~~ such Distribution Date ~~exceed~~ over (ii) the amount of Excess Spread [and Excess Finance ~~Charges~~ Charge Collections allocated to Series [ ] to be allocated and available pursuant to Section 4.07(a) to fund such Required Amount on such Distribution Date. (d) On each Determination Date, the Servicer shall calculate the amount (the "Interest Draw Amount") (determined after giving effect to any distribution to be made pursuant to Section 4.05(b)(i) and Section 4.07(c) on the related Distribution Date) of (i) any Class B Monthly Interest due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on such Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c), (ii) any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c) or this paragraph (d) and (iii) any Class B Additional Interest due but not to be distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or Section 4.05(c) or this paragraph (d). (e) On each Determination Date, the Servicer shall calculate the amount (the "Servicing Date Amount") equal to the excess, if any, of (i) the Class B Servicing Fee for the related Distribution Date over (ii) the amount of Available Class B Funds, Excess Spread [and Excess Finance Charge Collections allocated to Series [ ] to be allocated and available pursuant to Section 4.05(b)(ii) and Section 4.07(d) to fund such Class B Servicing Fee on such Distribution Date. (f) On each Determination Date, the Servicer shall calculate the amount (the "Default Draw Amount") equal to the excess, if any, of (i) the Class B Investor Default Amount for the related Distribution Date over (ii) the amount of Class B Available Funds, Excess Spread [and Excess Finance Charge Collections allocated to Series [ ] to be allocated and available pursuant to Section 4.05(b)(iii) and Section 4.07(e) to fund such Class B Investor Default Amount on such Distribution Date. (g) On each Determination Date (commencing with the Determination Date preceding the Class B Principal Commencement Date), the Servicer shall calculate the amount (the "Reimbursement Draw Amount") equal to the excess, if any, of (i) the Class B Initial Invested Amount minus the sum of the aggregate amount of principal payments previously distributed to Class 3 Certificateholders [or deposited to the Principal Funding Account in respect of the Class B Certificates) over (ii) the Class B Invested Amount on the last day of the related Monthly Period (determined after giving effect to any change to be made in the Class B Invested Amount pursuant to clause (c), (d), (e) or (f) of the definition of "Class B Invested Amount" on the following Distribution Date). (h) Notwithstanding Section 4.12(g), if either (i) the Certificateholders' Interest in the Receivables is reassigned to the Depositor pursuant to Section 2.06 of the Agreement, (ii) the Receivables are sold, disposed of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c) of the Agreement or (iii) the Certificateholders' Interest in the Receivables is purchased by the Depositor pursuant to Section 10.01 of the Agreement or the Series [ ] Certificateholders' Interest is purchased by the Depositor pursuant to Section 7.01 of this Supplement, the Servicer shall not calculate the Reimbursement Draw Amount with respect to the ~~related Monthly Period.~~ relevant Distribution Date, but calculate the amount (the "Special Draw Amount") equal to the aggregate amount of all reductions of the Class B Invested Amount occurring under clauses (c), (d) or (e) of the definition of "Class B Invested Amount" which have not been reimbursed prior to such Distribution Date under clause (f) thereof. (i) Notwithstanding Sections 4.12(g) and (h), on the Determination Date preceding the Economic Special Payment Date, the Servicer shall not calculate the Reimbursement Draw Amount or the Special Draw Amount with respect to such Special Payment Date, but shall calculate (i) the amount (the "Class A Principal Draw Amount") (determined after giving effect to any deposit or distribution to be made pursuant to Sections 4.05(d)(i) and 5.01(b) on such Special Payment Date) equal to the outstanding principal amount of the Class A Certificates [(less the Principal Funding Account Balance, if any)] and (ii) the amount (the "Class B Principal Draw Amount") (determined after giving effect to any deposit or distribution to be made pursuant to Sections 4.05(d)(ii) and 5.01(d) on such Special Payment Date) equal to the outstanding principal amount of the Class B Certificates [(less the Principal Funding Account Balance, if any)];] (j) In the event that for any Distribution Date the sum of any Required Draw Amount, Interest Draw Amount, Servicing Draw Amount, Default Draw Amount, Reimbursement Draw Amount, Special Draw Amount, [Class A Principal Draw Amount and Class B Principal Draw Amount] (such sum being referred to as the "Total Draw Amount"), is greater than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Cash Collateral Depositor, in substantially the form of Exhibit B, of such positive ~~Required~~ Total Draw Amount on the related Determination Date. On the related Transfer Date, withdrawals will be made from the Cash Collateral Account as follows: (A) the portion of the Total Draw Amount allocable to the Required Draw Amount, if any, up to the Available Shared Collateral Amount, shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed first to fund any deficiency pursuant to Section 4.05(a)(i), second to fund any deficiency in the Class A Monthly Servicing Fee pursuant to Section 4.05(a)(ii) and third to pay the Class A Investor Default Amount, if any, for such Distribution Date pursuant to Section 4.05(a)(iii); (B) the portion of the Total Draw Amount allocable to the Interest Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clause (A)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed to fund any deficiency pursuant to Section 4.07(c); (C) the portion of the Total Draw Amount allocable to the Servicing Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) and (B)), shall be withdrawn from the Cash Collateral Account and used to pay the portion of the Class B Servicing Fee for such Distribution Date not paid pursuant to Section 4.07(d); (D) the portion of the Total Draw Amount allocable to the Default Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) , (B) and (C)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and used to pay the portion of the Class B Investor Default Amount for such Distribution Date not paid pursuant to Section 4.07(e); (E) the portion of the Total Draw Amount allocable to the Class A Principal Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A), (B), (C) and (D)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and immediately deposited by the Trustee into the Principal Funding Account; and (F) the remainder of the Total Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to classes (A) through (E), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and ~~distributed~~ immediately deposited by the Trustee into [the Collection Account for distribution to ~~fund any deficiency pursuant to Section 4.07(a) through (g) (~~the Class B Certificateholders on such Distribution Date] [the Principal Funding Account in respect of the ~~order of priority set forth in Section 4.07)~~Class B Certificates].] (dk) In the event that the Cash Collateral Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the ~~Class C Supplemental~~ Loan Agreement, an amount equal to such Cash Collateral Account Surplus. (l) Upon the earliest to occur of (i) the Termination Date, (ii) the day on which the Class A Invested Amount and the Class B Invested Amount are paid in full to the Class A Certificateholders and the Class B Certificateholders [and (iii) the day on which all withdrawals from the Cash Collateral Account pursuant to Section 4.12(j) with respect to the Economic Special Payment Date have been made], the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders and the Class B Certificateholders which are payable from the Cash Collateral Account as provided herein, shall withdraw from the Cash Collateral Account for application in accordance with the Loan Agreement all amounts, if any, on deposit in the Cash Collateral Account and the Cash Collateral Account shall be deemed to have terminated for purposes of this Supplement.]

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Ace Securities Corp)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2010-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2010-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2010-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $15,113,920 in immediately available funds into the Cash Collateral Account. On each day on which funds are released from the Pre-Funding Account pursuant to Section 4.16(d), funds so released, to the extent available for such purpose, shall be deposited into the Cash Collateral Account up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount on such date of determination. In addition, if on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) In On (i) any Transfer Date and (ii) the ~~event that~~ last day of the ~~Cash Collateral Surplus on any Distribution Date~~Pre-Funding Period, if, after giving effect to all deposits to and withdrawals from the Cash Collateral Account ~~with respect to~~ on such ~~Distribution Date, is greater than zero~~date, the ~~Trustee~~amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to Section 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998~~199[ ]-1 [ ] Certificateholders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, ~~an Eligible Deposit Account (the~~ a "Cash Collateral Account") " which shall be an Eligible Deposit Account, bearing ~~a designation~~ designations clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~199[ ]-1 [ ] Certificateholders and the ~~Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee~~Depositor. The Trustee shall possess all right, title and interest in and to all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998~~199[ ]-1 [ ] Certificateholders and the ~~Class C Interest Holders~~Cash Collateral Depositor as their interests appear herein. The interest of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998~~199[ ]-1 [ ] Certificateholders as provided herein and in the ~~Class C Supplemental~~ Loan Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency ~~may~~ shall consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Cash Collateral Depositor under the Loan Agreement, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in ~~this Supplement~~ paragraphs (c) through (i) below, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement~~termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C Interest Holders~~ Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer (or the Cash Collateral Depositor, as provided in the Loan Agreement) by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998~~199[ ]-1 [ ] Certificateholders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit.the (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") ~~by which~~ (determined after giving effect to any distribution to be made pursuant to Section 4.05(a) on the ~~amounts specified in clauses~~ related Distribution Date) equal to the excess, if any, of (ai) ~~through (g) of Section 4.07~~ the Required Amount, if any, with respect to ~~the related~~ such Distribution Date ~~exceed~~ over (ii) the amount of Excess Spread [and Excess Finance ~~Charges~~ Charge Collections allocated to Series 199[ ]-[ ]] to be allocated and available pursuant to Section 4.07(a) to fund such Required Amount on such Distribution Date. (d) On each Determination Date, the Servicer shall calculate the amount (the "Interest Draw Amount") (determined after giving effect to any distribution to be made pursuant to Section 4.05(b)(i) and Section 4.07(c) on the related Distribution Date) of (i) any Class B Monthly Interest due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on such Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c), (ii) any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c) or this paragraph (d) and (iii) any Class B Additional Interest due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or Section 4.05(c) or this paragraph (d). (e) On each Determination Date, the Servicer shall calculate the amount (the "Servicing Date Amount") equal to the excess, if any, of (i) the Class B Servicing Fee for the related Distribution Date over (ii) the amount of Available Class B Funds, Excess Spread [and Excess Finance Charge Collections allocated to Series 199[ ]-[ ]] to be allocated and available pursuant to Section 4.05(b)(ii) and Section 4.07(d) to fund such Class B Servicing Fee on such Distribution Date. (f) On each Determination Date, the Servicer shall calculate the amount (the "Default Draw Amount") equal to the excess, if any, of (i) the Class B Investor Default Amount for the related Distribution Date over (ii) the amount of Class B Available Funds, Excess Spread [and Excess Finance Charge Collections allocated to Series 199[ ]-[ ]] to be allocated and available pursuant to Section 4.05(b)(iii) and Section 4.07(e) to fund such Class B Investor Default Amount on such Distribution Date. (g) On each Determination Date (commencing with the Determination Date preceding the Class B Principal Commencement Date), the Servicer shall calculate the amount (the "Reimbursement Draw Amount") equal to the excess, if any, of (i) the Class B Initial Invested Amount minus the sum of the aggregate amount of principal payments previously distributed to Class B Certificateholders [or deposited to the Principal Funding Account in respect of the Class 48 B Certificates) over (ii) the Class B Invested Amount on the last day of the related Monthly Period (determined after giving effect to any change to be made in the Class B Invested Amount pursuant to clause (c), (d), (e) or (f) of the definition of "Class B Invested Amount" on the following Distribution Date). (h) Notwithstanding Section 4.12(g), if either (i) the Certificateholders' Interest in the Receivables is reassigned to the Depositor pursuant to Section 2.06 of the Agreement, (ii) the Receivables are sold, disposed of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c) of the Agreement or (iii) the Certificateholders' Interest in the Receivables is purchased by the Depositor pursuant to Section 10.01 of the Agreement or the Series 199[ ]-[ ] Certificateholders' Interest is purchased by the Depositor pursuant to Section 7.01 of this Supplement, the Servicer shall not calculate the Reimbursement Draw Amount with respect to the ~~related Monthly Period.~~ relevant Distribution Date, but calculate the amount (the "Special Draw Amount") equal to the aggregate amount of all reductions of the Class B Invested Amount occurring under clauses (c), (d) or (e) of the definition of "Class B Invested Amount" which have not been reimbursed prior to such Distribution Date under clause (f) thereof. (i) Notwithstanding Sections 4.12(g) and (h), on the Determination Date preceding the Economic Special Payment Date, the Servicer shall not calculate the Reimbursement Draw Amount or the Special Draw Amount with respect to such Special Payment Date, but shall calculate (i) the amount (the "Class A Principal Draw Amount") (determined after giving effect to any deposit or distribution to be made pursuant to Sections 4.05(d)(i) and 5.01(b) on such Special Payment Date) equal to the outstanding principal amount of the Class A Certificates [(less the Principal Funding Account Balance, if any)] and (ii) the amount (the "Class B Principal Draw Amount") (determined after giving effect to any deposit or distribution to be made pursuant to Sections 4.05(d)(ii) and 5.01(d) on such Special Payment Date) equal to the outstanding principal amount of the Class B Certificates [(less the Principal Funding Account Balance, if any)];] (j) In the event that for any Distribution Date the sum of any Required Draw Amount, Interest Draw Amount, Servicing Draw Amount, Default Draw Amount, Reimbursement Draw Amount, Special Draw Amount, [Class A Principal Draw Amount and Class B Principal Draw Amount] (such sum being referred to as the "Total Draw Amount"), is greater than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Cash Collateral Depositor, in substantially the form of Exhibit B, of such positive ~~Required~~ Total Draw Amount on the related Determination Date. On the related Transfer Date, withdrawals will be made from the Cash Collateral Account as follows: (A) the portion of the Total Draw Amount allocable to the Required Draw Amount, if any, up to the Available Shared Collateral Amount, shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed first to fund any deficiency pursuant to Section 4.05(a)(i), second to fund any deficiency in the Class A Monthly Servicing Fee pursuant to Section 4.05(a)(ii) and third to pay the Class A Investor Default Amount, if any, for such Distribution Date pursuant to Section 4.05(a)(iii); (B) the portion of the Total Draw Amount allocable to the Interest Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clause (A)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed to fund any deficiency pursuant to Section 4.07(c); (C) the portion of the Total Draw Amount allocable to the Servicing Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) and (B)), shall be withdrawn from the Cash Collateral Account and used to pay the portion of the Class B Servicing Fee for such Distribution Date not paid pursuant to Section 4.07(d); (D) the portion of the Total Draw Amount allocable to the Default Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A), (B) and (C)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and used to pay the portion of the Class B Investor Default Amount for such Distribution Date not paid pursuant to Section 4.07(e); (E) the portion of the Total Draw Amount allocable to the Class A Principal Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A), (B), (C) and (D)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and immediately deposited by the Trustee into the Principal Funding Account; and (F) the remainder of the Total Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to classes (A) through (E), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and ~~distributed~~ immediately deposited by the Trustee into [the Collection Account for distribution to ~~fund any deficiency pursuant to Section 4.07(a) through (g) (~~the Class B Certificateholders on such Distribution Date] [the Principal Funding Account in respect of the ~~order of priority set forth in Section 4.07)~~Class B Certificates].] (dk) In the event that the Cash Collateral Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the ~~Class C Supplemental~~ Loan Agreement, an amount equal to such Cash Collateral Account Surplus. (l) Upon the earliest to occur of (i) the Termination Date, (ii) the day on which the Class A Invested Amount and the Class B Invested Amount are paid in full to the Class A Certificateholders and the Class B Certificateholders [and (iii) the day on which all withdrawals from the Cash Collateral Account pursuant to Section 4.12(j) with respect to the Economic Special Payment Date have been made], the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders and 50 the Class B Certificateholders which are payable from the Cash Collateral Account as provided herein, shall withdraw from the Cash Collateral Account for application in accordance with the Loan Agreement all amounts, if any, on deposit in the Cash Collateral Account and the Cash Collateral Account shall be deemed to have terminated for purposes of this Supplement.]

Appears in 1 contract

Samples: Pooling and Servicing Agreement Supplement (Asset Backed Securities Corp)

Cash Collateral Account. (a) ~~The Servicer~~ On or prior to the date five (5) Business Days following the delivery by the Seller to the Agent of the Term-Out Activation Notice, the Seller shall ~~establish and maintain~~cause to be established, in the name of the ~~Trustee, on behalf of the Trust,~~ Agent for the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement~~Committed Purchasers, an ~~Eligible Deposit Account~~ account with the Agent (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit and security of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental AgreementCommitted Purchasers. (b) On The Seller hereby agrees that it shall use the ~~Closing Date,~~ proceeds of the ~~Trustee shall deposit the Initial~~ Cash ~~Collateral Amount received by it from the Seller in immediately available funds into~~ Secured Investments solely to fund and maintain the Cash Collateral ~~Account.~~ Account for the purpose of funding Investments from time to time during the Term-Out Period. (c) Funds on deposit in the Cash Collateral Account shall be ~~invested at~~ invested, so long as a Potential Termination Event or a Termination Event has not occurred or is continuing, by the ~~direction~~ Collection Agent in Permitted Investments and credited to the Cash Collateral Account, on behalf of the ~~Servicer~~ Seller, provided, that it is understood and agreed that none of the Agent, the Seller or the Collection Agent shall be liable for any loss arising from such investment in Permitted Investments. All such Permitted Investments shall be held by or on behalf of the Seller for the benefit and security of the Committed Purchasers. Except as permitted in writing by the ~~Trustee in Cash Collateral Account Investments. Funds~~ Agent, funds on deposit in the Cash Collateral Account ~~on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date,~~ shall be invested in ~~such investments~~ Permitted Investments that will mature so that such funds will be available ~~for withdrawal~~ at the close of business on ~~or prior to~~ the ~~following Transfer~~ next Settlement Date. No ~~Eligible~~ Permitted Investment shall be sold or otherwise disposed of prior to its ~~maturity; provided, however, that -------- -------~~ scheduled maturity unless a default occurs with respect to such Permitted Investment and the ~~Trustee may sell, liquidate or~~ Agent directs the Collection Agent in writing to dispose of ~~an Eligible Investment before~~ such Permitted Investment. (d) The Seller hereby grants to the Agent, for its ~~maturity, if so directed by~~ own benefit and for the ~~Servicer, the Servicer having reasonably determined that the interest~~ ratable benefit of all of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested~~ Committed Purchasers, a lien on and security interest in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral ~~Account Investments. On each Transfer Date~~Account, all ~~interest~~ funds from time to time credited to the Cash Collateral Account, all financial assets (including, without limitation, Permitted Investments) from time to time acquired with any such funds or otherwise credited to the Cash Collateral Account, all interest, dividends, cash, instruments and ~~earnings (net~~ other investment property from time to time received, receivable or otherwise distributed in respect of ~~losses~~ or in exchange for any or all of such funds or such financial assets, all proceeds of, collateral for, and ~~investment expenses) accrued since~~ supporting obligations relating to any and all of the ~~preceding Transfer Date on funds on deposit in~~ Cash Collateral. At all times the Cash Collateral Account shall be ~~paid~~ under the control (as defined in Section 8-106 of the UCC) of the Agent for the benefit and security of the Committed Purchasers. The grant of a security interest by the Seller to the Agent of and for the ratable benefit of the Committed Purchasers, pursuant to hereto secures the payment of the Seller~~. For purposes~~ ’s obligation to remit the proceeds of ~~determining the availability of funds or the balances in~~ the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral AccountSecured Investments, and ~~apply in accordance with the Class C Supplemental Agreement, an amount equal~~ to ~~such Cash Collateral Surplus~~pay Discount.

Appears in 1 contract

Samples: Receivables Sale Agreement (Tronox Inc)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2008-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2008-~~1 Certificateholders~~ A Noteholders and the Class ~~C Interest Holders~~A Counterparty, the Class M Counterparty and the Class B Counterparty. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2008-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $2,886,080 in immediately available funds into the Cash Collateral Account. If on any Transfer Date, the Available Cash Collateral Amount is less than the Required Cash Collateral Amount then in effect, Available Finance Charge Collections, to the extent available for such purpose, shall be deposited in the Cash Collateral Account pursuant to Section 4.4(a)(viii) up to an amount equal to the amount by which the Required Cash Collateral Amount exceeds the Available Cash Collateral Amount. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to Sections 4.4(a)(i) through (gvi) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section ~~4.07(a~~4.4(a)(i) through (gvi) (in the order of priority set forth in Section ~~4.07~~4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 4.11(c) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (WFN Credit Co LLC)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementVFN Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in~~ required to be distributed pursuant to clauses (a5.4(a)(i) through (gix) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~clauses 5.4(a)(i) through (gix) (in the order of priority set forth in ~~Section 4.07~~subsection 5.4(a)). (d) In On the ~~event that~~ Amendment Date, the Indenture Trustee shall withdraw an amount equal to $1,676,959 from the Cash Collateral ~~Surplus on any Distribution Date~~Account and shall distribute such amount to the Transferor in accordance with written direction of the Servicer. If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 5.10(d) to the Transferor.

Appears in 1 contract

Samples: Series 2009 VFN Indenture Supplement (Alliance Data Systems Corp)

Cash Collateral Account. 5.1. The Agent will establish with respect to the Lien Grantors an account (~~a) The Servicer shall establish and maintain~~the “Cash Collateral Account”), in the name and under the exclusive control of the ~~Trustee~~Agent, ~~on behalf of~~ into which all amounts owned by the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating Lien Grantors that ~~the funds~~ are to be deposited therein ~~are held for~~ pursuant to the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~Noteholder Documents shall be deposited from time to time. The Cash Collateral Account ~~shall initially~~ will be ~~established with the Trustee~~operated as provided in this Section 5. 5.2. The ~~Trustee~~ Agent shall ~~possess all right~~deposit the following amounts, ~~title~~ as and ~~interest~~ when received by it, in ~~all funds on deposit~~ the Cash Collateral Account: (a) each amount required by Section 11.02 of the Indenture to be deposited in a Cash Collateral Account with respect to any sale, lease, transfer or other disposition by a Lien Grantor of Primary Collateral; (b) each amount received by a Lien Grantor as Casualty Proceeds required by Section 11.02 of the Indenture to be deposited in a Cash Collateral Account; and (c) each amount realized or otherwise received by the Agent with respect to assets of any Lien Grantor upon any exercise of remedies pursuant to any Noteholder Document. The Agent shall maintain such records and/or establish such sub-accounts as shall be required to enable it to identify the amounts held in each Cash Collateral Account from time to time in pursuant to preceding clauses (a), (b) or (c), as applicable. The Agent shall withdraw and apply amounts from the Cash Collateral Account ~~and~~ as provided in ~~all proceeds thereof~~the Indenture. 5.3. ~~The~~ All Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders Distributions received with respect to assets held in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreementdeposited therein promptly upon receipt thereof. ~~(b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account~~5.4. Funds ~~on deposit~~ held in the Cash Collateral Account ~~shall~~ may, until withdrawn, be invested at and reinvested in such Liquid Investments as the ~~direction~~ relevant Lien Grantor shall request in writing from time to time. 5.5. If an Event of Default shall have occurred and be continuing, the ~~Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit~~ Agent may (a) liquidate any or all investments held in the Cash Collateral Account and/or (b) withdraw any amounts held therein and apply such amounts as provided in Section 6.10 of the Indenture. 5.6. If immediately available cash on deposit in any ~~Transfer Date~~Collateral Account is not sufficient to make any distribution or withdrawal to be made pursuant hereto, ~~after giving effect~~ the Agent will cause to ~~any withdrawals from~~ be liquidated, as promptly as practicable, such investments held in or credited to the Cash Collateral Account ~~on such Transfer Date,~~ as shall be ~~invested in~~ required to obtain sufficient cash to make such ~~investments that will mature so that~~ distribution or withdrawal and, notwithstanding any other provision hereof, such ~~funds will~~ distribution or withdrawal shall not be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if made until such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on depositliquidation has taken place. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Security Agreement (Neenah Foundry Co)

Cash Collateral Account. ~~(a) The Servicer shall establish and maintain,~~ Borrower hereby establishes with Bank a segregated deposit account or accounts in the name of Borrower and hereby designated as the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "“Cash Collateral Account~~") bearing a designation clearly indicating that~~ ” (such account or accounts, as the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit same may exist from time to ~~time in~~ time, the “Cash Collateral ~~Account and in all proceeds thereof~~Account”). The Cash Collateral Account shall be restricted in purpose as provided in this Section 5.17 and no withdrawal of any amounts therefrom by Borrower shall be permitted except and only to the extent amounts are released to Borrower under the ~~sole dominion~~ provisions of this Section 5.17. On each monthly Payment Date, commencing with the initial Payment Date and ~~control~~ continuing through and including the Payment Date occurring on August 10, 2009 (the “Determination Date”), Borrower shall deposit into the Cash Collateral Account the monthly sum of One Million Dollars ($1,000,000). Such monthly deposits shall be accumulated in the Cash Collateral Account and held in the Collateral Account as Collateral and distributed or applied as follows: (a) If, on the Determination Date, one of the ~~Trustee~~ following events (each, a “Cash Collateral Release Condition”) shall have occurred: (i) Borrower, Brooke Warehouse Funding, LLC (“BWF”), Brooke Master Trust, LLC (“BMT”) and Fifth Third Bank (“5/3”“) have extended the term of the current revolving credit facility evidenced by the Series 2007-A Note Purchase Agreement dated as of December 10, 2007 (the “Existing 5/3 Facility”) on substantially similar terms to a date extending at least six months beyond the Term Loan Maturity Date; or (ii) Borrower, BWF and BMT have replaced the Existing 5/3 Facility with a replacement credit facility (the “Replacement Credit Facility”) on terms substantially similar to the Existing 5/3 Facility to a date extending at least six months beyond the Term Loan Maturity Date; or (iii) Borrower, BWF and BMT have completed all arrangements necessary for the ~~benefit~~ re-allocation of the loans currently held under the Master Trust Indenture dated as of December 10, 2007 (the “Master Indenture”) to a segregated asset pool under the Master Indenture in connection with the issuance of a Series ~~1998-1 Certificateholders and~~ of Notes under the ~~Class C Interest Holders. The interest~~ terms of the ~~Class C Interest Holders~~ Master Indenture and a Series Supplement, with the term of such Notes matching the maturities of such loans, and otherwise on substantially similar economic terms; Then, subject to (c) below, the funds in the Cash Collateral Account shall be ~~subordinated~~ released to Borrower within ten (10) days after the ~~interests~~ Determination Date. No Cash Collateral Release Condition shall be deemed to have occurred unless and until evidence satisfactory to Bank demonstrating the occurrence and terms of the ~~Series 1998-1 Certificateholders as provided herein and~~ matters described in ~~the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases~~ (i), (ii) or (iii) above shall have been delivered to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental AgreementBank. (b) On If, on the ~~Closing~~ Determination Date, ~~the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into~~ none of the Cash Collateral ~~Account. Funds~~ Release Conditions have occurred, all amounts on deposit in the Cash Collateral Account shall be ~~invested~~ released to Bank and shall be applied by Bank under the terms of the Loan Documents or, at the ~~direction~~ option of Bank, retained in the ~~Servicer by the Trustee in~~ Cash Collateral Account ~~Investments~~as Collateral. First State Bank/Brooke Credit Agreement (c) If, on the Determination Date, events described in (a)(i), (ii) or (iii) have occurred, but on economic terms such that the net present value of the remaining excess cash flows attributable to the Securitizations as of the Determination Date (the “Actual Remaining Cash Flow Value”) is less than 172% of the then-outstanding principal balance of the Term Loan (the “Required Remaining Cash Flow Value”), then: (i) an amount equal to the difference between the Required Remaining Cash Flow Value and the Actual Remaining Cash Flow Value (such difference, the “Retained Cash Collateral Requirement”) shall be applied by Bank under the terms of the Loan Documents or, at the option of Bank, retained in the Cash Collateral Account as Collateral; (ii) any amounts remaining in the Cash Collateral Account in excess of the Retained Cash Collateral Requirement shall be released to the Borrower; and (iii) in the event that the amount of the Retained Cash Collateral Requirement is greater than the amount then on deposit in the Cash Collateral Account, Borrower shall deposit the difference with Bank in cash, with such amount additional amount to be applied by Bank under the terms of the Loan Documents or, at the option of Bank, retained in the Cash Collateral Account as Collateral. For purposes of this subsection (c), the net present value of the remaining excess cash flows attributable to the Securitizations shall be calculated using a discount rate of 11%, an annualized prepayment rate of 10% (or the actual prepayment rate for the preceding twelve month period, whichever is greater) and annualized credit loss assumption of 0.5% (or the actual credit loss experience for the preceding twelve month period, whichever is greater). (d) Borrower hereby assigns to Bank and grants to Bank a security interest in the Cash Collateral Account and all sums from time to time therein, and the Cash Collateral Account and such sums on deposit from time to time therein shall constitute part of the Collateral. (e) Interest accruing on amounts in the Cash Collateral Account shall accrue to the Cash Collateral Account and shall be held and applied as provided in this Section 5.17. (f) Funds on deposit in the Cash Collateral Account ~~on any Transfer Date~~may, ~~after giving effect~~ subject to ~~any withdrawals from~~ the ~~Cash Collateral Account on such Transfer Date~~mutual agreement of Bank and Borrower, ~~shall~~ be invested in such investments ~~that will mature so that~~ and upon such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders terms as may be ~~adversely affected if such Eligible Investment is held to its maturity. The proceeds of any~~ mutually determined by Bank and Borrower, provided that at all times Bank shall have a perfected first-priority security interest in all such investments ~~shall be invested~~ and provided further that Borrower agrees to take such actions and execute such documents as is necessary to create and perfect such security interest in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on depositinvestments. (~~c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (~~g) Notwithstanding the foregoing, upon the occurrence of ~~Section 4.07~~ an Event of Default Bank shall be entitled to take all actions and exercise all rights with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and ~~distributed~~ any amounts from time to ~~fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus~~ time on ~~any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero~~deposit therein as may be permitted under this Agreement, the ~~Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account,~~ other Loan Documents and ~~apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus~~applicable law.

Appears in 1 contract

Samples: Credit Agreement (Brooke Credit CORP)

Cash Collateral Account. (a) ~~The Servicer~~ Simultaneously with the establishment of the Lockbox Account pursuant to SECTION 9.5.1 (A) Borrower shall establish and ~~maintain,~~ maintain a segregated Eligible Account (the "CASH COLLATERAL ACCOUNT") to be held by Servicer in ~~the name of the Trustee, on behalf of the Trust,~~ trust for the benefit of ~~the Series 1998-1 Certificateholders and the Class C Interest Holders~~Lender, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The which Cash Collateral Account shall be under the sole dominion and control of ~~the Trustee for the benefit~~ Lender. The Cash Collateral Account shall be entitled "BA Parkway Associates II, L.P., as Borrower, and Xxxxxx Brothers Holdings Inc., as Lender, pursuant to Loan Agreement dated as of ~~the Series 1998-1 Certificateholders~~ August 12, 1997 - Cash Collateral Account" and the ~~Class C Interest Holders. The interest~~ title of ~~the Class C Interest Holders in~~ the Cash Collateral Account shall be ~~subordinated~~ modified as necessary to include the ~~interests~~ name of any Additional Borrower becoming an Individual Borrower in connection with a Subsequent Advance after the ~~Series 1998-1 Certificateholders as provided herein and~~ date hereof. Borrower hereby grants to Lender a first priority security interest in ~~the Class C Supplemental Agreement. If at any time~~ the Cash Collateral Account ~~ceases~~ and all deposits at any time contained therein and the proceeds thereof and will take all actions necessary to ~~be an Eligible Deposit~~ maintain in favor of Lender a perfected first priority security interest in the Cash Collateral Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Borrower will not in any way alter or modify the ~~Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new~~ Cash Collateral Account ~~meeting the conditions specified above as an Eligible Deposit Account,~~ and ~~shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction~~ will notify Lender of the ~~Servicer,~~ account number thereof. Lender and Servicer shall have the sole right to make ~~deposits to and~~ withdrawals from the Cash Collateral Account ~~in the amounts~~ and ~~at the times set forth in this Supplement~~ all costs and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets expenses for ~~any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement~~ establishing and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in maintaining the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on depositby Borrower. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Loan Agreement (Capstar Hotel Co)

Cash Collateral Account. Within 90 days after the Seventh Amendment Effective Date, Additional Borrower agrees to establish (ai) ~~The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~a post office box, as ~~their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ designated by Agent (the "“Additional Borrower Lockbox”), over which Agent shall have exclusive and unrestricted access; and (ii) a cash collateral account at PWB in Additional Borrower’s name (the “Additional Borrower Cash Collateral Account~~") bearing a designation clearly indicating that~~ ”), over which PWB and Agent shall have exclusive and unrestricted access. Commencing within 30 days after the Seventh Amendment Effective Date and continuing at all times thereafter, Additional Borrower shall immediately deposit any funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit received by Additional Borrower from ~~time to time in the Cash Collateral Account and in~~ any source (including without limitation all proceeds ~~thereof. The Cash Collateral Account shall be under the sole dominion~~ of Accounts and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalfall other Collateral) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Additional Borrower Cash Collateral Account, and ~~apply in accordance with~~ Additional Borrower shall direct all of its Account Debtors (i) to make any wire or other electronic transfer of funds owing to Additional Borrower directly to the ~~Class C Supplemental Agreement, an amount equal to such~~ Additional Borrower Cash Collateral ~~Surplus~~Account, and (ii) to mail or deliver all checks or other forms of payment for amounts owing to Additional Borrower to the Additional Borrower Lockbox. Except for funds deposited into the Additional Borrower Cash Collateral Account, all funds received by Additional Borrower from any source shall immediately be directed to the Additional Borrower Lockbox. Agent shall collect the mail delivered to the Additional Borrower Lockbox, open such mail, and endorse and deposit all items to the Additional Borrower Cash Collateral Account. Upon the establishment of the Additional Borrower Lockbox and the Additional Borrower Cash Collateral Account, all references to the “Lockbox” and the “Cash Collateral Account” in the Loan Documents, shall include references to the Additional Borrower Lockbox and the Additional Borrower Cash Collateral Account, as applicable.

Appears in 1 contract

Samples: Loan and Security Agreement (Cardlytics, Inc.)

Cash Collateral Account. (a) ~~The Servicer~~ Borrower shall ----------------------- establish and ~~maintain,~~ maintain a segregated account (the "CASH COLLATERAL ACCOUNT") to ----------------------- be held by Servicer in ~~the name of the Trustee, on behalf of the Trust,~~ trust for the benefit of ~~the Series 1998-1 Certificateholders and the Class C Interest Holders~~Lender, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The which Cash Collateral Account shall be under the sole dominion and control of ~~the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~Lender. The Cash Collateral Account shall be entitled "Xxxxxxxx Properties Real Estate Fund I, L.P., as Borrower, and Xxxxxx Brothers Realty Corporation, as Lender, pursuant to Loan Agreement dated as of February 26, 1997 - Cash Collateral Account." Borrower hereby grants to Lender a first priority security interest ~~of the Class C Interest Holders~~ in the Cash Collateral Account ~~shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein~~ and ~~in the Class C Supplemental Agreement. If~~ all deposits at any time contained therein and the ~~Cash Collateral Account ceases~~ proceeds thereof and will take all actions necessary to ~~be an Eligible Deposit~~ maintain in favor of Lender a perfected first priority security interest in the Lockbox Account, including, without limitation, executing and filing UCC-1 Financing Statements and continuations thereof. Lender and Servicer shall have the ~~Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not~~ sole right to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make ~~deposits to and~~ withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental AgreementAccount. (b) On Provided no Event of Default shall have occurred and be continuing, on the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction tenth day of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturityeach calendar month (or, if ~~so directed by~~ such day is not a Business Day, on the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, preceding Business Day) all ~~interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on~~ funds on deposit in the Cash Collateral Account shall be ~~paid~~ applied by Lender to the ~~Seller. For purposes~~ payment of ~~determining~~ the ~~availability~~ following items in the order indicated: (i) First, payments to the Ground Lease Escrow Fund in accordance with the terms and conditions of Section 7.5 of this Agreement, unless the ----------- required balance thereof is otherwise replenished; (ii) Second, payments to the Tax and Insurance Escrow Fund in accordance with the terms and conditions of Section 7.3.1 hereof; ------------- (iii) Third, payments of Debt Service in accordance with the Note and this Agreement (with interest computed at the Regular Interest Rate); (iv) Fourth, on or after the Anticipated Repayment Date, payments for monthly Cash Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses and the Individual Properties to which each such Cash Expenses applies in a form acceptable to Lender; (v) Fifth, on or after the Anticipated Repayment Date, payments for Extraordinary Expenses approved by Lender, if any; (vi) Sixth, payment to the Lender of any amounts then due and payable under the Loan Documents; (vii) Seventh, prior to the Anticipated Repayment Date, payment of any excess amounts to Borrower; (viii) Eighth, on or after the Anticipated Repayment Date, payments to Lender in reduction of the outstanding principal balance of the Loan; and (ix) Ninth, on or after the Anticipated Repayment Date, payments to Lender for Accrued Interest. (c) The insufficiency of funds ~~or the balances~~ on deposit in the Cash Collateral Account ~~for~~ shall not absolve Borrower of the obligation to make any ~~reason under~~ payments, as and when due pursuant to this ~~Supplement~~Agreement and the other Loan Documents, ~~all investment earnings on~~ of Debt Service, to the Ground Lease Escrow Fund, to the Tax and Insurance Escrow Fund, or any other sums required pursuant to the Loan Agreements, and such ~~funds~~ obligations shall be ~~deemed~~ separate and independent, and not ~~to be available~~ conditioned on any event or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07)circumstance whatsoever. (d) In Upon the ~~event that the Cash Collateral Surplus~~ request of Borrower, on ~~any Distribution Date~~not more than three (3) occasions per calendar month, ~~after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date~~Lender will advise Borrower by telephone or, ~~is greater than zero~~at Lender's option, ~~the Trustee, acting~~ in ~~accordance with the instructions~~ writing of the ~~Servicer, shall withdraw from~~ current balance of the Cash Collateral Account~~, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus~~.

Appears in 1 contract

Samples: Loan Agreement (Prentiss Properties Trust/Md)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "“Cash Collateral Account") ”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2009-~~1 Certificateholders and the Class C Interest Holders~~VFN Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2009-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementVFN Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the ~~Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $[ ] in immediately available funds ~~into~~ in the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. The Servicer shall give a written standing instruction for such investments, and amounts in such account will not be invested if the Servicer fails to give such instructions to the Indenture Trustee. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "“Required Draw Amount"”) by which the sum of the amounts ~~specified in~~ required to be distributed pursuant to clauses (a5.4(a)(i) through (gvii) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, the Servicer shall ~~be withdrawn~~ direct the Indenture Trustee in writing to withdraw from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~clauses 5.4(a)(i) through (gvii) (in the order of priority set forth in ~~Section 4.07~~subsection 5.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to subsection 5.10(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Alliance Data Systems Corp)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 4 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the ~~Class C Supplemental~~ Loan Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 4 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 4 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 4 Certificateholders as provided herein and in the ~~Class C Supplemental~~ Loan Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the ~~Class C Supplemental~~ Loan Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the ~~Class C Supplemental~~ Loan Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, -------- ------- liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 4 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 4 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the ~~Class C Supplemental~~ Loan Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Capital One Master Trust)

Cash Collateral Account. (a) ~~The Servicer shall~~ At any time after the commencement of any Level 3 Ratings Period or Level 4 Ratings Period or the occurrence of an Event of Termination, the Agent may establish and maintain, in the name of the ~~Trustee,~~ Agent on behalf of the ~~Trust~~Purchasers, ~~for~~ with Citibank or another financial institution acceptable to the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~Agent, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated interest bearing deposit account (such account being the "Cash Collateral Account"~~) bearing a designation clearly indicating~~ , and the financial institution holding such account being the "Cash Collateral Bank"). Each of the Seller and the Servicer agrees that the ~~funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders~~ Agent shall have exclusive dominion and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in control over the Cash Collateral Account and all monies, instruments and other property from time to time deposited in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated or credited to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The ~~Trustee~~Servicer shall deliver to the Agent, at concurrently with the ~~direction~~ establishment of the ~~Servicer~~Cash Collateral Account, ~~shall make deposits~~ a control agreement with respect to ~~and withdrawals from~~ the Cash Collateral Account in substantially the ~~amounts~~ form attached as Annex G or in such other form as the Agent may approve (a "Cash Collateral Agreement"), duly executed by the Seller, the Servicer and ~~at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from~~ the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental AgreementBank. (b) On Subject to the ~~Closing Date,~~ terms of the ~~Trustee shall deposit the Initial~~ relevant Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the ServicerAgreement, the Servicer ~~having reasonably determined that the interest of the 1998-1 Certificateholders~~ may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on invest funds on deposit in the Cash Collateral ~~Account~~ Account, reinvest proceeds of any such investments which may mature or be sold, and invest interest or other income received from any such investments, in each case in such Permitted Investments as the Servicer may select; provided that each such Permitted Investment shall have a maturity date no later than the next succeeding Settlement Date. Such proceeds, interest or income which are not so invested or reinvested in Permitted Investments shall, except as otherwise provided in this Agreement or the relevant Cash Collateral Agreement, be deposited and held in the Cash Collateral Account. Neither the Agent nor any of its Affiliates shall be ~~paid~~ liable to the Seller, the Servicer or any other Person for, or with respect to, any decline in value of amounts on deposit in the Cash Collateral Account. ~~For~~ Permitted Investments from time to time purchased and held pursuant to this Section 6.07 shall be referred to as "Collateral Securities" and shall, for purposes of ~~determining~~ this Agreement, constitute part of the ~~availability of~~ funds ~~or the balances~~ held in the Cash Collateral Account ~~for any reason under this Supplement, all investment earnings on~~ in amounts equal to their respective outstanding principal amounts. Each such ~~funds~~ Permitted Investment shall be ~~deemed not to be available~~ made in the name of the Agent or ~~on deposit~~its designee. (c) ~~On each Determination Date~~Following the occurrence of any Event of Termination, the ~~Servicer~~ Agent may, at any time or from time to time after funds are either deposited in the Cash Collateral Account or invested in Collateral Securities, after selling, if necessary, any Collateral Securities, withdraw funds then held in the Cash Collateral Account. The Seller agrees that Permitted Investments are of a type customarily sold on a recognized market and, accordingly, no notice of sale of any Permitted Investments shall ~~calculate~~ be required. To the ~~amount~~ extent notice of sale of any Collateral Securities shall be required by law, at least ten days' notice to the Seller of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. The Agent may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. (d) The Agent shall have the ~~"Required Draw Amount") by which the amounts specified in clauses (a) through (g)~~ sole right of ~~Section 4.07~~ withdrawal with respect to the ~~related Distribution Date exceed~~ Cash Collateral Account. None of the ~~amount~~ Seller, the Servicer or any Person claiming on behalf of ~~Excess Spread and Excess Finance Charges allocated~~ or through the Seller or the Servicer shall have any right to withdraw any of the funds held in the Cash Collateral Account. (e) The Seller agrees that it will not (i) sell or otherwise dispose of any interest in the Cash Collateral Account or any funds held therein, or (ii) create or permit to exist any Adverse Claim upon or with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Account or any funds held therein, except the Adverse Claim in favor of the Agent for the benefit of the Purchasers created pursuant to this Agreement. (f) The Agent shall ~~be withdrawn from~~ exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and ~~distributed~~ shall be deemed to ~~fund any deficiency pursuant~~ have exercised such care if such funds are accorded treatment substantially equivalent to ~~Section 4.07(a) through (g) (in~~ that which the ~~order of priority set forth in Section 4.07). (d) In the event~~ Agent accords its own property, it being understood that the ~~Cash Collateral Surplus on~~ Agent shall not have any ~~Distribution Date, after giving effect~~ responsibility for taking any necessary steps to ~~all deposits to and withdrawals from the Cash Collateral Account~~ preserve rights against any parties with respect to any such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplusfunds.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Northern Indiana Public Service Co)

Cash Collateral Account. (ai) ~~The Servicer~~ If the Borrower is required to deposit funds in the Cash Collateral Account pursuant to Sections 2.04(c), 2.05(b), 2.07(g), 2.07(h), 7.02(b), or 7.03(b), then the Borrower and the Issuing Lender shall establish the Cash Collateral Account and ~~maintain~~the Borrower shall execute any documents and agreements, including the Issuing Lender's standard form assignment of deposit accounts, that the Issuing Lender requests in connection therewith to establish the Cash Collateral Account and grant the Issuing Lender a first priority security interest in such account and the funds therein. The Borrower hereby pledges to the Issuing Lender and grants the Issuing Lender a security interest in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account~~") bearing a designation clearly indicating that~~ , whenever established, all funds held in the ~~funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Cash Collateral Account ~~shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit~~ from time to time, and all proceeds thereof as security for the payment of the Obligations. (ii) So long as no Default or Event of Default exists, (A) the Issuing Lender may apply the funds held in the Cash Collateral Account only to the reimbursement of any Letter of Credit Obligations, and (B) the Issuing Lender shall release to the Borrower at the Borrower's written request any funds held in the Cash Collateral Account in an amount up to but not exceeding the excess, if any (immediately prior to the release of any such funds), of the total amount of funds held in the Cash Collateral Account over the Letter of Credit Exposure. During the existence of any Default or Event of Default, the Issuing Lender may apply any funds held in the Cash Collateral Account to the Obligations in any order determined by the Issuing Lender, regardless of any Letter of Credit Exposure that may remain outstanding. The Issuing Lender may in its sole discretion at any time release to the Borrower any funds held in the Cash Collateral Account. (iii) The Issuing Lender shall exercise reasonable care in the custody and preservation of any funds held in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed ~~not~~ to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.have

Appears in 1 contract

Samples: Credit Agreement (ReoStar Energy CORP)

Cash Collateral Account. ~~(a) The Servicer shall establish~~ Upon retrieval of Remittances and ~~maintain~~other proceeds of Accounts and other Collateral from the Lock Box, the Lender will deposit the same in a non-interest bearing account in the Lender’s name of as set forth on Schedule 2 at the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Lender “Cash Collateral Account~~") bearing a designation clearly indicating that~~ ”. Any Remittance or other proceeds of Accounts or other Collateral received by the ~~funds deposited therein are~~ Borrowers shall be deemed held by the Borrowers in trust and as fiduciary for the ~~benefit of the Series 1998-1 Certificateholders~~ Lender, and the ~~Class C Interest Holders. The Cash Collateral Account~~ Borrowers immediately shall ~~initially be established with~~ deliver the ~~Trustee. The Trustee shall possess all right~~same, ~~title and interest~~ in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated its original form, to the ~~interests of~~ Lender by overnight delivery for deposit into the ~~Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (~~Lock Box or ~~the Servicer on its behalf)~~ shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall immediately deposit the ~~Initial Cash Collateral Amount received by it from the Seller in immediately available funds~~ same into the Cash Collateral Account. ~~Funds on deposit in~~ Pending such deposit, the ~~Cash~~ Borrowers will not commingle any such Remittance or other proceeds of Accounts or other Collateral ~~Account shall be invested at the direction~~ with any of the ~~Servicer by~~ Borrowers’ other funds or property, but the ~~Trustee~~ Borrowers will hold it separate and apart therefrom in ~~Cash Collateral Account Investments. Funds on deposit in~~ trust for the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior Lender until delivery is made to the ~~following Transfer Date~~Lender by overnight delivery carrier as described above. ~~No Eligible Investment shall be disposed of prior~~ All deposits to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and ~~distributed~~ the Lock Box will be the Lender’s property and will be subject only to ~~fund any deficiency pursuant~~ the signing authority designated from time to ~~Section 4.07(a) through (g) (in~~ time by the ~~order of priority set forth in Section 4.07). (d) In~~ Lender, and the ~~event that the Cash Collateral Surplus on any Distribution Date, after giving effect~~ Borrowers shall have no interest therein or control over such deposits or funds. The Lender will have sole access to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and the Borrowers shall have no access thereto. The Lender shall have, and the Borrowers hereby grants to the Lender, a Lien on all funds held in the Funding Account, the Controlled Disbursement Accounts, and the Cash Collateral Account as security for the Obligations. None of the Funding Account, the Controlled Disbursement Accounts, or the Cash Collateral Account will be subject to any deduction, set-off, banker’s lien or any other right in favor or any Person other than the Lender. Deposits to the Cash Collateral Account will be applied to the Obligations (including to cash collateralize outstanding Facility LCs) in such order and method of application as may be elected by the Lender in its discretion exercised in good faith; however, unless so directed by the Borrower Representative, or unless a Default is in existence, the Lender shall not apply funds in the Cash Collateral Account to any Eurodollar Loan, except (a) on the expiration date of the Interest Period applicable to any such Eurodollar Loan or (b) in the event, and only to the extent, that there are no outstanding Floating Rate Loans and, in any event, the Borrowers shall pay the Eurodollar breakage losses in accordance with Section 3.4. Any funds in the ~~Class C Supplemental~~ Cash Collateral Account remaining after the applications set forth in the preceding sentence (“Available Funds”) will be deposited into the Borrowers’ Funding Account with the Lender; however, if a Default is in existence, all Available Funds may, at the Lender’s option, be retained in the Cash Collateral Account as continuing security for the Obligations. If any Remittance deposited in the Cash Collateral Account is dishonored or returned unpaid for any reason, the Lender, in its discretion, may charge the amount of such dishonored or returned Remittance directly against the Borrowers and any account maintained by the Borrowers with the Lender and such amount shall be deemed part of the Obligations. The Lender shall not be liable for any loss or damage resulting from any error, omission, failure or negligence on the part of the Lender with respect to the operation of the Funding Account, the Controlled Disbursement Accounts, the Cash Collateral Account, the Lock Box, or the services to be provided by the Lender under this Agreement, except to the extent, but only to the extent, of any direct (as opposed to any consequential, special or lost profit) damages suffered by the Borrowers from the Lender’s gross negligence or willful misconduct. Until a payment is received by the Lender for the Lender’s account in finally collected funds, all risks associated with such payment will be borne solely by the Borrowers. The Lender shall have the continuing and exclusive right to apply and reverse and reapply any and all such proceeds and payments to any portion of the Secured Obligations at any time on and after the occurrence of a Default or an ~~amount equal to such Cash Collateral Surplus~~Unmatured Default.

Appears in 1 contract

Samples: Credit Agreement (Magnetek Inc)

Cash Collateral Account. (a) The ~~Servicer~~ Indenture Trustee shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the Series ~~1998~~2001-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders, ~~as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ a segregated trust account (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998~~2001-~~1 Certificateholders and the Class C Interest Holders~~A Noteholders. The ~~Cash Collateral Account shall initially be established with the Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Series ~~1998~~2001-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementA Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Transferor shall notify the Indenture Trustee, and the Indenture Trustee upon being notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business ~~Days (or such longer period~~Days, ~~not to exceed 30 calendar days, as to which each Rating Agency may consent)~~ establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account~~Institution, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, ~~the Trustee~~ Transferor shall deposit ~~the Initial Cash Collateral Amount received by it from the Seller~~ $22,500,000 in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the ~~Servicer having reasonably determined that~~ Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the ~~interest~~ property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the ~~1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity~~State of New York. ~~The proceeds of any such investments~~ Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall ~~be invested~~ have the meaning set forth in ~~such investments that will mature so that such funds will be available for withdrawal on or prior to~~ the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account InvestmentsNew York UCC. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ retained in the Cash Collateral Account (to the ~~Seller~~extent that the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount) and the balance, if any, shall be deposited into the Finance Charge Account and included in Available Finance Charge Collections for such Transfer Date. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this Indenture Supplement, ~~all investment~~ except as otherwise provided in the preceding sentence, interest and earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, ~~the~~ Servicer shall calculate the amount (the "~~Required Draw Amount~~REQUIRED DRAW AMOUNT") by which the sum of the amounts ~~specified in clauses (a~~required to be distributed pursuant to SECTIONS 4.4(a)(i) through (gv) ~~of Section 4.07~~ with respect to the related ~~Distribution~~ Transfer Date ~~exceed~~ exceeds the amount of ~~Excess Spread and Excess~~ Available Finance ~~Charges allocated~~ Charge Collections with respect to the related Monthly Period. ~~In the event that for any Distribution Date~~ If the Required Draw Amount for any Transfer Date is greater than zero, ~~the~~ Servicer shall give written notice to the ~~Trustee, in substantially the form of Exhibit B,~~ Indenture Trustee of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral ~~Amount~~ Amount, shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to ~~Section 4.07(a~~SECTION 4.4(a)(i) through (gv) (in the order of priority set forth in ~~Section 4.07~~SECTION 4.4(a)). (d) ~~In the event that the Cash Collateral Surplus on any Distribution Date~~If, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to ~~such Distribution~~ any Transfer Date, ~~is greater than zero~~the amount on deposit in the Cash Collateral Account exceeds the Required Cash Collateral Amount, the ~~Trustee,~~ Indenture Trustee acting in accordance with the instructions of the Servicer, shall withdraw ~~from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement,~~ an amount equal to such excess from the Cash Collateral ~~Surplus~~Account and (i) deposit such amounts in the Spread Account, to the extent that funds on deposit in the Spread Account are less than the Required Spread Account Amount and (ii) distribute such amounts remaining after application pursuant to SUBSECTION 4.11(d) to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (World Financial Network Credit Card Master Trust)

Cash Collateral Account. ~~(a) The Servicer~~ 4.1 On or before the date of the Securitization, Lender shall establish and ~~maintain,~~ maintain one or more segregated deposit accounts in the name of Lender (or, if the ~~Trustee~~Securitization has occurred, the Servicer will establish and maintain one or more segregated accounts in its name on behalf of the ~~Trust~~Trustee), which must be Eligible Accounts (collectively, the "CASH COLLATERAL ACCOUNT"), into which all amounts received by Lender from the Lockbox Account and all other funds of Borrower (other than funds held in the Reserve Account) that are to be held as security for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account Loan shall ~~initially~~ be ~~established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof~~deposited. The Cash Collateral Account shall be under the sole dominion and control of Lender (or, if the ~~Trustee for~~ Securitization has occurred, the ~~benefit~~ Servicer) and shall be entitled " Arden Realty Finance Partnership, L.P. (or such similar designation), as Borrower, and Xxxxxx Brothers Realty Corporation, as Lender (or, if the Securitization has occurred, ________________, as Servicer) pursuant to Loan Agreement dated as of ~~the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest~~ June 11, 1997 - Cash Collateral Account" (or similar appropriate designation). 4.2 From time to time, Lender may establish one or more segregated subaccounts of ~~the Class C Interest Holders in~~ the Cash Collateral Account into which (a) Insurance Proceeds held by Lender in accordance with the Mortgage shall be ~~subordinated~~ deposited, (b) certain payments of Awards held by Lender pursuant to the ~~interests~~ Mortgage shall be deposited, (c) funds of Borrower held pending completion of capital improvements in accordance with the Mortgage shall be deposited, and (d) payments into the Tax and Insurance Escrow Account required by SECTION 3 of this SCHEDULE 5.11 shall be made. All Awards and Insurance Proceeds (except Awards and Insurance Proceeds that Borrower is permitted to retain under the terms of the ~~Series 1998-1 Certificateholders as provided herein and~~ applicable Mortgage) will be deposited into the appropriate subaccount to be disbursed by Lender in the ~~Class C Supplemental Agreement. If at any time~~ manner contemplated by the ~~Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf)~~ Mortgage. 4.3 Lender shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals withdraw from the Cash Collateral Account in the amounts ~~and at the times set forth~~ described elsewhere in this ~~Supplement~~ SCHEDULE 5.11, the Loan Agreement, or any other Loan Document and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except apply such amounts as ~~specifically~~ provided in ~~this Supplement and the Class C Supplemental Agreement~~such documents. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction 4.4 So long as no Event of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer DateDefault has occurred, all ~~interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on~~ funds on deposit in the Cash Collateral Account shall be ~~paid~~ applied on each Due Date (or, in the event such Due Date is not a Business Day, on the immediately preceding Business Day) in the following order of priority, and to the ~~Seller~~extent of available funds: (A) to fund any deficiency in the Tax and Insurance Escrow Account; (B) to pay on such Due Date (i) the Monthly Debt Service Payment due and payable on such Due Date, (ii) reimbursements of expenses (including, without limitation, of the Trustee and the Servicer) that Borrower is required to pay pursuant to SECTION 12.7.1 of the Loan Agreement and (iii) all other Debt (including without limitation, Yield Maintenance Payments and Defeasance Deposits) then due and payable under the Loan Agreement (other than amounts to be applied pursuant to items (C)-(J) below); (C) to the Reserve Account, to the extent the balance of the Reserve Account is less than the Reserve Requirement; (D) prior to Anticipated Repayment Date, to pay Default Interest, if any, and Late Payment Fees, if any, then due and owing; (E) on or after the Anticipated Repayment Date, payments for monthly Cash Expenses incurred in accordance with the related Approved Annual Budget pursuant to a written request for payment submitted by Borrower to Lender specifying the individual Cash Expenses in a form acceptable to Lender; (F) on or after the Anticipated Repayment Date, payments for Extraordinary Expenses approved by Lender, if any; (G) prior to the Anticipated Repayment Date, payment of any excess amounts to Borrower. (H) on or after the Anticipated Repayment Date, payments to Lender in reduction of the outstanding principal balance of the Mortgage Note (which application shall constitute application of Excess Cash Flow pursuant to SECTION 2.4.4(C) of the Loan Agreement) until the outstanding principal balance of the Mortgage Note has been reduced to zero ($0); (I) on or after the Anticipated Repayment Date and after the outstanding principal balance of the Mortgage Note has been reduced to zero ($0), payments to Lender in reduction of the outstanding amount of Accrued Interest (and interest thereon) (which application shall constitute application of Excess Cash Flow pursuant to SECTION 2.4.4(c) of the Loan Agreement); and (J) on or after the Anticipated Repayment Date, to pay Default Interest, if any, and Late Payment Fees, if any, then due and owing. ~~For purposes of determining the availability~~ The insufficiency of funds ~~or the balances~~ on deposit in the Cash Collateral Account ~~for~~ shall not absolve Borrower of the obligation to make any ~~reason under~~ payments, as and when due pursuant to this ~~Supplement~~Agreement and the other Loan Documents, ~~all investment earnings on~~ and such ~~funds~~ obligations shall be ~~deemed~~ separate and independent, and not ~~to be available~~ conditioned on any event or ~~on deposit~~circumstance whatsoever. ~~(c) On each Determination Date~~4.5 Upon the occurrence, and during the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit Bcontinuation, of ~~such positive Required Draw Amount on the related Determination Date. On the related Transfer Date~~an Event of Default, ~~the Required Draw Amount, if any, up to the Available Cash Collateral Amount~~ Lender shall be ~~withdrawn from~~ entitled to apply all funds then held in the Cash Collateral Account and ~~distributed~~ all funds thereafter deposited into the Lockbox Account and transferred to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account ~~with respect~~ to the payment of the amounts then owing under the Loan Documents, in such ~~Distribution Date,~~ order and priority as is ~~greater than zero~~required or permitted by the Loan Agreement, the ~~Trustee~~Mortgage Note, ~~acting in accordance with~~ the ~~instructions of the Servicer, shall withdraw from the Cash Collateral Account~~Security Documents, and ~~apply~~ the other Loan Documents and applicable law. Notwithstanding the foregoing, Lender may elect to pay Operating Expenses pursuant to procedures established by Lender in ~~accordance with the Class C Supplemental Agreement, an amount equal to~~ its sole discretion at such ~~Cash Collateral Surplus~~time.

Appears in 1 contract

Samples: Loan Agreement (Arden Realty Inc)

Cash Collateral Account. A. On the Closing Date, Borrower shall (a) ~~The Servicer shall~~ establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders, as their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account a cash collateral account with Lender (the "CASH COLLATERAL ACCOUNT"), and (b) deposit the sum of Two Million Dollars ($2,000,000) (the "INITIAL DEPOSIT") into the Cash Collateral Account. On or before (y) the first anniversary of the Closing Date, Borrower shall (i) deposit the sum of One Million Dollars ($1,000,000) (the "FIRST ADDITIONAL DEPOSIT") ~~bearing~~ into the Cash Collateral Account, or (ii) deliver to Lender a ~~designation clearly indicating that~~ Letter of Credit in the ~~funds deposited therein are held for~~ face amount of One Million Dollars ($ 1,000,000) and otherwise in form and substance acceptable to Lender in its sole discretion, and (z) the ~~benefit~~ second anniversary of the ~~Series 1998-1 Certificateholders~~ Closing Date, Borrower shall (i) deposit the sum of Five Hundred Thousand Dollars ($500,000) (the "SECOND ADDITIONAL DEPOSIT") into the Cash Collateral Account, or (ii) deliver to Lender a Letter of Credit in the face amount of Five Hundred Thousand Dollars ($500,000), and otherwise in form and substance acceptable to Lender in its sole discretion. Borrower may request disbursements from the ~~Class C Interest Holders. The~~ Cash Collateral Account ~~shall initially be established~~ so long as no Event of Default or Potential Default exists, upon satisfaction and compliance with the ~~Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time~~ conditions set forth in the Cash Collateral ~~Account~~ Pledge Agreement. Within ten (10) days after Lender's request, Borrower shall execute any and all documents reasonably requested by Lender in ~~all proceeds thereof. The~~ connection with the Cash Collateral ~~Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders~~ Account, Initial Deposit, First Additional Deposit, Second Additional Deposit and the ~~Class C Interest Holders. The interest~~ Letters of Credit. B. If at any time prior to the ~~Class C Interest Holders~~ Termination Date (as defined in the Cash Collateral ~~Account shall be subordinated~~ Pledge Agreement), Borrower desires to ~~the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ withdraw money from the Cash Collateral ~~Account ceases to be an Eligible Deposit~~ Account, ~~the Trustee~~ then as long as no Event of Default or Potential Default exists, Borrower shall deliver to Lender one (~~or the Servicer on~~ 1) Letter of Credit in form and substance acceptable to Lender in its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Accountsole discretion, and upon Lender's receipt of such Letter of Credit, Lender shall ~~transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals~~ permit a disbursement from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to the face amount of such ~~Cash Collateral Surplus~~Letter of Credit.

Appears in 1 contract

Samples: Loan and Security Agreement (Xm Satellite Radio Holdings Inc)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, a "Cash ---- Collateral Account" which shall be an Eligible Deposit ~~Account (the "Cash Collateral~~ Account") , bearing ~~a designation~~ ------------------ designations clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-~~1 Certificateholders~~ A Holders and the ~~Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee~~Depositor, as their interests appear herein. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998-1 Certificateholders~~ 1998- A Holders and the ~~Class C Interest Holders~~Cash Collateral Depositor as their interests appear herein. The ~~interest~~ interests of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-~~1 Certificateholders~~ A Holders as provided herein and in the ~~Class C Supplemental~~ Cash Collateral Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 thirty calendar days, as to which each Rating Agency ~~may~~ shall consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Cash Collateral Depositor shall on the Closing Date deposit into the Cash Collateral Account the Initial Cash Collateral Amount. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the deposit equal to the Initial Cash Collateral Amount to be made on such date by the Cash Collateral Depositor, (ii) on the date any additional deposit is made to the Cash Collateral Account pursuant to the Cash Collateral Agreement, deposit in the Cash Collateral Account the additional deposit to be made on such date, (iii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in ~~this Supplement~~ paragraphs (c) through and including (l) below, and (iv) on each Distribution Date prior to the ~~Class C Supplemental Agreement~~termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.7(l). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C Interest Holders~~ Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided ~~in this Supplement and the Class C Supplemental Agreement~~herein. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer (or the Cash Collateral Depositor, if so provided in the Class C Supplemental Agreement) by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that ~~-------- -------~~ the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the Series 1998-~~1 Certificateholders~~ A Holders may be adversely affected if such Eligible Investment is held to ~~its~~ maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998-1 Certificateholders~~ 1998- A Holders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the ~~negotiable~~ instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid~~ distributed to the ~~Seller~~Cash Collateral Depositor or its designee. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Class A Required Draw Amount") ~~by which~~ (determined after giving effect to ---------------------------- any distribution to be made pursuant to Section 4.5(a) on the ~~amounts specified in clauses~~ related Distribution Date) equal to the excess, if any, of (ai) ~~through (g) of Section 4.07~~ the Class A Required Amount, if any, with respect to ~~the related~~ such Distribution Date ~~exceed~~ over (ii) the amount of Excess Spread and Excess Finance ~~Charges~~ Charge Collections allocated ~~with respect~~ to Series 1998-A available pursuant to Section 4.7(a) to fund the Class A Required Amount on such Distribution Date. (d) On each Determination Date, the Servicer shall calculate the amount (the "Class B Interest Draw Amount") (determined after giving effect to ---------------------------- any distribution to be made pursuant to Section 4.5(b)(i) and Section 4.7(c) on the related Distribution Date) of (i) any Class B Monthly Interest due but not distributed to the Class B Certificateholders on such Distribution Date, (ii) any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date and (iii) any Class B Additional Interest due but not distributed to the Class B Certificateholders on such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders on a prior Distribution Date. (e) On each Determination Date, the Servicer shall calculate the amount (the "Class B Servicing Draw Amount") equal to the excess, if any, of (i) ----------------------------- the Class B Servicing Fee due but not paid to the Servicer on either such Distribution Date or a prior Distribution Date over (ii) the amount of Class B Available Funds, Excess Spread and Excess Finance Charge Collections allocated to Series 1998-A available pursuant to Section 4.5(b)(ii) and Section 4.7(d) to fund such Class B Servicing Fee on such Distribution Date. (f) On each Determination Date, the Servicer shall calculate the amount (the "Class B Default Draw Amount") equal to the excess, if any, of (i) --------------------------- the Class B Investor Default Amount for the related Distribution Date over (ii) the amount of Excess Spread and Excess Finance Charge Collections allocated to Series 1998-A available pursuant to Section 4.7(e) to fund such Class B Investor Default Amount on such Distribution Date. (g) On each Determination Date, the Servicer shall calculate the amount (the "Class C Interest Draw Amount") (determined after giving effect to ---------------------------- any distribution to be made pursuant to Section 4.7(g) on the related Distribution Date) of (i) any Class C Monthly ~~Period. In~~ Interest due but not distributed to the ~~event that~~ Class C Interest Holders on such Distribution Date, (ii) any Class C Monthly Interest previously due but not distributed to the Class C Interest Holders on a prior Distribution Date, and (iii) any Class C Additional Interest due but not distributed to the Class C Interest Holders on such Distribution Date and any Class C Additional Interest previously due but not distributed to the Class C Interest Holders on a prior Distribution Date. (h) On each Determination Date, the Servicer shall calculate the amount (the "Class C Servicing Draw Amount") equal to the excess, if any, of (i) ----------------------------- the Class C Servicing Fee due but not paid to the Servicer either such Distribution Date or a prior Distribution Date over (ii) the amount of Class C Available Funds, Excess Spread and Excess Finance Charge Collections allocated to Series 1998-A available pursuant to Section 4.5(c)(i) and Section 4.7(h) to fund such Class C Servicing Fee on such Distribution Date. (i) On each Determination Date, the Servicer shall calculate the amount (the "Class C Default Draw Amount") equal to the excess, if any, of (i) --------------------------- the Class C Investor Default Amount for the related Distribution Date over (ii) the amount of Excess Spread and Excess Finance Charge Collections allocated to Series 1998-A available pursuant to Section 4.7(i) to fund such Class C Investor Default Amount on such Distribution Date. (j) If for any Distribution Date the sum of any Class A Required Draw Amount, Class B Interest Draw Amount, Class B Servicing Draw Amount, Class B Default Draw Amount, Class C Interest Draw Amount, Class C Servicing Draw Amount and Class C Default Draw Amount (such sum, the "Total Draw Amount"), is greater ----------------- than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Cash Collateral Depositor, in substantially the form of Exhibit B, of such positive ~~Required~~ --------- Total Draw Amount on the related Determination Date. On the related Transfer Date, withdrawals will be made by the Trustee from the Cash Collateral Account as follows: (A) the portion of the Total Draw Amount allocable to the Class A Required Draw Amount, if any, up to the Available Cash Collateral Amount, shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed first to fund any deficiency pursuant to Section 4.5(a)(i), second to fund any deficiency in the Class A Monthly Servicing Fee pursuant to Section 4.5(a)(ii) and third to fund any deficiency in the Class A Investor Default Amount pursuant to Section 4.5(a)(iii); (B) the portion of the Total Draw Amount allocable to the Class B Interest Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to clause (A)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed to pay the portion of the interest on the Class B Certificates for such Distribution Date not paid pursuant to Section 4.7(c); (C) the portion of the Total Draw Amount allocable to the Class B Servicing Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) and (B)), shall be withdrawn from the Cash Collateral Account and ~~distributed~~ used to ~~fund any deficiency~~ pay the portion of the Class B Servicing Fee for such Distribution Date not paid pursuant to Section ~~4.07(a~~4.7(d); (D) the portion of the Total Draw Amount allocable to the Class B Default Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A), (B) and (C)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and used to pay the portion of the Class B Investor Default Amount for such Distribution Date not paid pursuant to Section 4.7(e); (E) the portion of the Total Draw Amount allocable to the Class C Interest Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) through (gD)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed to pay the portion of the interest on the Class C Certificates for such Distribution Date not paid pursuant to Section 4.7(g); (F) the portion of the Total Draw Amount allocable to the Class C Servicing Draw Amount, if any, up to the Available Cash Collateral Amount (in determined after giving effect to any withdrawal pursuant to clauses (A) and (E)), shall be withdrawn from the ~~order~~ Cash Collateral Account and used to pay the portion of ~~priority set forth in~~ the Class C Servicing Fee for such Distribution Date not paid pursuant to Section ~~4.07~~4.7(h); and (G) the portion of the Total Draw Amount allocable to the Class C Default Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) through (F)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and used to pay the portion of the Class C Investor Default Amount for such Distribution Date not paid pursuant to Section 4.7(i). (dk) ~~In the event that~~ If the Cash Collateral Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and ~~apply in accordance with~~ pay to the ~~Class C Supplemental Agreement~~Cash Collateral Depositor or its designee, an amount equal to such Cash Collateral Account Surplus. (l) Upon the earlier to occur of (i) the Series Termination Date and (ii) the day on which the Class A Invested Amount, the Class B Invested Amount and the Class C Invested Amount are each paid in full to the Class A Certificateholders, the Class B Certificateholders and the Class C Interest Holders, the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders, the Class B Certificateholders and the Class C Interest Holders which are payable from the Cash Collateral Account as provided herein, shall withdraw from the Cash Collateral Account for payment to the Cash Collateral Depositor or its designee, all amounts, if any, on deposit in the Cash Collateral Account and the Cash Collateral Account shall be deemed to have terminated for purposes of this Supplement. (m) The Required Cash Collateral Amount may be modified without the consent of the Series 1998-A Holders, if the Rating Agency Condition shall have been satisfied and each Transferor shall have delivered to the Trustee an Officer's Certificate to the effect that, in the reasonable belief of such Transferor, based upon the facts known to such officer at such time, such modification will not cause a Pay Out Event with respect to Series 1998-A or an event that, after the giving of notice or the lapse of time, would cause a Pay Out Event to occur with respect to Series 1998-A.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Chevy Chase Bank FSB)

Cash Collateral Account. Within 90 days after the Eighth Amendment Effective Date (~~a) The Servicer shall establish and maintain,~~ or such later time as Additional Borrower’s Receivables are included in the ~~name of the Trustee~~Borrowing Base Certificate), ~~on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~Additional Borrower agrees to establish (i) a post office box, as ~~their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account~~ designated by Agent (the "“Additional Borrower Lockbox”), over which Agent shall have exclusive and unrestricted access; and (ii) a cash collateral account at PWB in Additional Borrower’s name (the “Additional Borrower Cash Collateral Account~~") bearing a designation clearly indicating that~~ ”), over which PWB and Agent shall have exclusive and unrestricted access. Commencing within 90 days after the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days Eighth Amendment Effective Date (or such ~~longer period, not to exceed 30 calendar days,~~ later time as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account Additional Borrower’s Receivables are included in the ~~amounts~~ Borrowing Base Certificate) and continuing at ~~the~~ all times ~~set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account~~ thereafter, Additional Borrower shall ~~be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for~~ immediately deposit any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount funds received by it Additional Borrower from ~~the Seller in immediately available funds~~ any source (including without limitation all proceeds of Accounts and all other Collateral) into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Additional Borrower Cash Collateral Account, and ~~apply in accordance with~~ Additional Borrower shall direct all of its Account Debtors (i) to make any wire or other electronic transfer of funds owing to Additional Borrower directly to the ~~Class C Supplemental Agreement, an amount equal to such~~ Additional Borrower Cash Collateral ~~Surplus~~Account, and (ii) to mail or deliver all checks or other forms of payment for amounts owing to Additional Borrower to the Additional Borrower Lockbox. Except for funds deposited into the Additional Borrower Cash Collateral Account, all funds received by Additional Borrower from any source shall immediately be directed to the Additional Borrower Lockbox. Agent shall collect the mail delivered to the Additional Borrower Lockbox, open such mail, and endorse and deposit all items to the Additional Borrower Cash Collateral Account. Upon the establishment of the Additional Borrower Lockbox and the Additional Borrower Cash Collateral Account, all references to the “Lockbox” and the “Cash Collateral Account” in the Loan Documents, shall include references to the Additional Borrower Lockbox and the Additional Borrower Cash Collateral Account, as applicable.

Appears in 1 contract

Samples: Loan and Security Agreement (Cardlytics, Inc.)

Cash Collateral Account. (a) The ~~Servicer shall establish and maintain~~Owner Trustee shall, on the Closing Date, deposit or cause to be deposited in the ~~name~~ Cash Collateral Account by wire transfer of immediately available funds the Initial Cash Collateral Amount from the proceeds of the ~~Trustee~~loan to be made on the Closing Date by the Cash Collateral Depositor under the Cash Collateral Agreement. On each Distribution Date, ~~on behalf~~ the Owner Trustee shall deposit or cause to be deposited into the Cash Collateral Account by wire transfer of immediately available funds any amount it receives pursuant to Section 5.05(b)(viii) of this Agreement, which amount shall be designated as being for deposit in the Cash Collateral Account. The Owner Trustee shall have the sole right to make withdrawals from the Cash Collateral Account and to exercise all rights with respect to the Cash Collateral Account Property. Amounts withdrawn from the Cash Collateral Account and paid to the Certificateholders, the Cash Collateral Depositor or the holder of the ~~Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders~~GP Interest, as ~~their interests appear~~ provided herein and in the ~~Class C Supplemental~~ Cash Collateral Agreement, ~~an Eligible~~ shall not be required to be reimbursed to the Cash Collateral Account by the Trustees, the Securityholders, the Cash Collateral Depositor, any Paying Agent or any transferee thereof. (b) In the event that the sum of the Certificate Interest Distribution Amount (including any Outstanding Certificate Interest), Principal Liquidation Loss Amount and Principal Distribution Amount to be distributed to the Certificateholders for any Distribution Date exceeds the amount deposited in the Certificate Distribution Account pursuant to Sections 5.05(b)(v), 5.05(b)(vi) and 5.05(b)(vii) of this Agreement, respectively, on such Distribution Date, the Servicer shall instruct the Owner Trustee in writing to withdraw or cause to be withdrawn from the Cash Collateral Account on or before the related Deposit ~~Account~~ Date the lesser of the amount of such excess and the Available Cash Collateral Amount (the "Draw Amount"). The Owner Trustee shall deposit such amount, or cause such amount to be deposited, into the Certificate Distribution Account no later than 12:00 noon, New York City time, on such Deposit Date. (c) On or before the Deposit Date immediately preceding the Certificate Final Distribution Date, the Servicer shall instruct the Owner Trustee to withdraw or cause to be withdrawn from the Cash Collateral Account an amount (the "Final Draw Amount") equal to the lesser of (i) the Certificate Balance on the Certificate Final Distribution Date, after giving effect to distributions of the Principal Distribution Amount to Certificateholders on the Certificate Final Distribution Date pursuant to Section 5.05(b)(vii) of this Agreement and (ii) the amount on deposit in the Cash Collateral Account~~") bearing a designation clearly indicating that~~ , excluding Investment Earnings with respect thereto, after giving effect to any withdrawal from the ~~funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Cash Collateral Account ~~shall initially be established with the Trustee~~pursuant to clause (b) of this Section 5.06. The Owner Trustee shall ~~possess all right~~deposit such amount, ~~title and interest in all funds~~ or cause such amount to be deposited, into the Certificate Distribution Account no later than 12:00 noon, New York City time, on such Deposit Date. (d) Investment Earnings on amounts on deposit ~~from time to time~~ in the Cash Collateral Account and ~~in all proceeds thereof. The~~ Cash Collateral Account ~~shall be under the sole dominion and control of the Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ Surplus on deposit in the Cash Collateral Account shall be ~~subordinated~~ distributed to the ~~interests~~ Cash Collateral Depositor to the extent required by Sections 3(a) and (b) of the ~~Series 1998-1~~ Cash Collateral Agreement. (e) On each Distribution Date, the Owner Trustee shall pay to the holder of the GP Interest any amounts which remain on deposit in the Cash Collateral Account after making the payments contemplated by the foregoing subparagraphs (b) and (d), and which are in excess of the Required Cash Collateral Amount for the following Distribution Date. On the Certificate Final Distribution Date, the Owner Trustee shall pay to the holder of the GP Interest any amounts remaining on deposit in the Cash Collateral Account after paying the Final Draw Amount to the Certificateholders as ~~provided herein~~ contemplated by subparagraph (c) above and in paying the ~~Class C Supplemental~~ outstanding principal and interest payable to the Cash Collateral Depositor pursuant to Section 3(c) of the Cash Collateral Agreement. . (f) If at any time the Cash Collateral Account ceases to be maintained at an Eligible ~~Deposit Account~~Institution as required by Section 5.01(a), the Owner Trustee ~~(or the Servicer on its behalf)~~ shall within 10 Business Days (or such longer ~~period,~~ period not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified ~~above as an Eligible Deposit Account,~~ in Section 5.01(a) and shall transfer any and all cash ~~and/or any~~ and investments in the Cash Collateral Account to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Sale and Servicing Agreement (Cit Group Securitization Corp Ii)

Cash Collateral Account. (a) ~~The Servicer shall~~ Secured Party is hereby authorized to establish and ~~maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders,~~ maintain as ~~their interests appear herein and in the Class C Supplemental Agreement, an Eligible Deposit Account (the "Cash Collateral Account") bearing~~ a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The Cash Collateral Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be blocked account under the sole dominion and control of Secured Party, subject to the ~~Trustee~~ terms of this Agreement and the Credit Agreement, a restricted Deposit Account designated as “Unified Grocers Collateral Account”. All amounts at any time held in the Collateral Account shall be beneficially owned by Grantors but shall be held in the name of Secured Party hereunder, for the benefit of the ~~Series 1998-1 Certificateholders~~ Beneficiaries, as collateral security for the Secured Obligations upon the terms and ~~the Class C Interest Holders. The interest of the Class C Interest Holders~~ conditions set forth herein and in the ~~Cash~~ Credit Agreement. Grantors shall have no right to withdraw, transfer or, except as expressly set forth herein or in the Credit Agreement, otherwise receive any funds deposited into the Collateral Account. Anything contained herein to the contrary notwithstanding, the Collateral Account shall be ~~subordinated~~ subject to ~~the interests~~ such applicable laws, and such applicable regulations of the ~~Series 1998-1 Certificateholders~~ Board of Governors of the Federal Reserve System and of any other appropriate banking or Government Authority, as ~~provided herein and~~ may now or hereafter be in effect. All deposits of funds in the Class C Supplemental Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made by wire transfer (or, if applicable, by intra-bank transfer from another account of a Grantor) of immediately available funds, in each case addressed in accordance with instructions of Secured Party. Each Grantor shall, promptly after initiating a transfer of funds to the Collateral Account, give notice to Secured Party by telefacsimile of the date, amount and method of delivery of such deposit. Cash held by Secured Party in the ~~priority set forth below. The Class C Interest Holders~~ Collateral Account shall not be ~~entitled to reimbursement from~~ invested by Secured Party but instead shall be maintained as a cash deposit in the ~~Trust Assets for any withdrawals from the Cash~~ Collateral Account ~~except~~ pending application thereof as ~~specifically~~ elsewhere provided in this ~~Supplement~~ Agreement or in the Credit Agreement. To the extent permitted under Regulation Q of the Board of Governors of the Federal Reserve System, any cash held in the Collateral Account shall bear interest at the standard rate paid by Secured Party to its customers for deposits of like amounts and terms. Subject to Secured Party’s rights hereunder, any interest earned on deposits of cash in the ~~Class C Supplemental Agreement~~Collateral Account shall be deposited directly in, and held in, the Collateral Account. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account. Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that ~~for~~ Borrower is required to cash collateralize any ~~Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice~~ Letter of Credit or Letters of Credit pursuant to the ~~Trustee~~Credit Agreement, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency other than pursuant to Section ~~4.07(a~~8 of the Credit Agreement, in which case the provisions of Section 15(b) ~~through (g) (~~of this Agreement shall apply, subject to the provisions of the Credit Agreement, such cash collateral shall be retained by Secured Party until such time as such Letter of Credit or Letters of Credit shall have expired or been surrendered or been back-stopped with other letters of credit and any drawings under such Letter of Credit or Letters of Credit paid in full, whether by reason of application of funds in the ~~order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash~~ Collateral Account ~~with respect~~ or otherwise. Secured Party is authorized to apply any amount in the Collateral Account to pay any drawing on a Letter of Credit. Subject to the provisions of Section 15(b) of this Agreement and the Credit Agreement, if any such ~~Distribution Date,~~ cash collateral is ~~greater than zero,~~ no longer required to be retained in the ~~Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash~~ Collateral Account, ~~and apply in accordance with the Class C Supplemental Agreement, an amount equal~~ it shall be paid by Secured Party to ~~such Cash Collateral Surplus~~Borrower or at Borrower’s direction.

Appears in 1 contract

Samples: Security Agreement (Unified Grocers, Inc.)

Cash Collateral Account. (a) The Servicer shall establish and maintain, in the name of the Trustee, on behalf of the Trust, for the benefit of the Series ~~1998-1~~ 199_-_ Certificateholders and the ~~Class C Interest Holders~~Cash Collateral Depositor, as their interests appear ~~herein and in the Class C Supplemental Agreement~~herein, ~~an Eligible Deposit Account (the~~ a "Cash Collateral Account") " which shall be an Eligible Deposit Account, bearing ~~a designation~~ designations clearly indicating that the funds deposited therein are held for the benefit of the Series ~~1998-1~~ 199_-_ Certificateholders and the ~~Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee~~Depositor. The Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series ~~1998-1~~ 199_-_ Certificateholders and the ~~Class C Interest Holders~~Cash Collateral Depositor as their interests appear herein. The interest of the ~~Class C Interest Holders~~ Cash Collateral Depositor in the Cash Collateral Account shall be subordinated to the interests of the Series ~~1998-1 Certificateholders~~ 199_-_ Certificate holders as provided herein and in the ~~Class C Supplemental~~ Loan Agreement. If at any time the Cash Collateral Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency ~~may~~ shall consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall (i) on the Closing Date, deposit in the Cash Collateral Account the proceeds of the advance to be made on such date by the Cash Collateral Depositor under the Loan Agreement, (ii) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Amount at such time, for the ~~times~~ purposes set forth in ~~this Supplement~~ paragraphs (c) through (i) below, and (iii) on each Distribution Date prior to the ~~Class C Supplemental Agreement~~termination of the Cash Collateral Account make a deposit into the Cash Collateral Account in the amount specified in, and otherwise in accordance with, Section 4.07(i). All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The ~~Class C Interest Holders~~ Cash Collateral Depositor shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this ~~Supplement and the Class C Supplemental Agreement~~Supplement. (b) ~~On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by it from the Seller in immediately available funds into the Cash Collateral Account.~~ Funds on deposit in the Cash Collateral Account shall be invested at the direction of the Servicer (or the Cash Collateral Depositor, as provided in the Loan Agreement) by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series ~~1998-1~~ 199_-_ Certificateholders and the ~~Class C Interest Holders~~ Cash Collateral Depositor possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be ~~paid to~~ applied in accordance with the ~~Seller~~Loan Agreement. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on deposit. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") ~~by which~~ (determined after giving effect to any distribution to be made pursuant to Section 4.05(a) on the ~~amounts specified in clauses~~ related Distribution Date) equal to the excess, if any, of (ai) ~~through (g) of Section 4.07~~ the Required Amount, if any, with respect to ~~the related~~ such Distribution Date ~~exceed~~ over (ii) the amount of Excess Spread [and Excess Finance ~~Charges~~ Charge Collections allocated to Series 199_-_] to be allocated and available pursuant to Section 4.07(a) to fund such Required Amount on such Distribution Date. (d) On each Determination Date, the Servicer shall calculate the amount (the "Interest Draw Amount") (determined after giving effect to any distribution to be made pursuant to Section 4.05(b)(i) and Section 4.07(c) on the related Distribution Date) of (i) any Class B Monthly Interest due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on such Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c), (ii) any Class B Monthly Interest previously due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or Section 4.07(c) or this paragraph (d) and (iii) any Class B Additional Interest due but not to be distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on such Distribution Date and any Class B Additional Interest previously due but not distributed to the Class B Certificateholders [or deposited in the Interest Funding Account] on a prior Distribution Date pursuant to Section 4.05(b)(i) or Section 4.05(c) or this paragraph (d). (e) On each Determination Date, the Servicer shall calculate the amount (the "Servicing Date Amount") equal to the excess, if any, of (i) the Class B Servicing Fee for the related Distribution Date over (ii) the amount of Available Class B Funds, Excess Spread [and Excess Finance Charge Collections allocated to Series 199_-_] to be allocated and available pursuant to Section 4.05(b)(ii) and Section 4.07(d) to fund such Class B Servicing Fee on such Distribution Date. (f) On each Determination Date, the Servicer shall calculate the amount (the "Default Draw Amount") equal to the excess, if any, of (i) the Class B Investor Default Amount for the related Distribution Date over (ii) the amount of Class B Available Funds, Excess Spread [and Excess Finance Charge Collections allocated to Series 199_-_] to be allocated and available pursuant to Section 4.05(b)(iii) and Section 4.07(e) to fund such Class B Investor Default Amount on such Distribution Date. (g) On each Determination Date (commencing with the Determination Date preceding the Class B Principal Commencement Date), the Servicer shall calculate the amount (the "Reimbursement Draw Amount") equal to the excess, if any, of (i) the Class B Initial Invested Amount minus the sum of the aggregate amount of principal payments previously distributed to Class 3 Certificateholders [or deposited to the Principal Funding Account in respect of the Class B Certificates) over (ii) the Class B Invested Amount on the last day of the related Monthly Period (determined after giving effect to any change to be made in the Class B Invested Amount pursuant to clause (c), (d), (e) or (f) of the definition of "Class B Invested Amount" on the following Distribution Date). (h) Notwithstanding Section 4.12(g), if either (i) the Certificateholders' Interest in the Receivables is reassigned to the Depositor pursuant to Section 2.06 of the Agreement, (ii) the Receivables are sold, disposed of or otherwise liquidated pursuant to Section 9.02 or Section 12.02(c) of the Agreement or (iii) the Certificateholders' Interest in the Receivables is purchased by the Depositor pursuant to Section 10.01 of the Agreement or the Series 199_-_ Certificateholders' Interest is purchased by the Depositor pursuant to Section 7.01 of this Supplement, the Servicer shall not calculate the Reimbursement Draw Amount with respect to the ~~related Monthly Period.~~ relevant Distribution Date, but calculate the amount (the "Special Draw Amount") equal to the aggregate amount of all reductions of the Class B Invested Amount occurring under clauses (c), (d) or (e) of the definition of "Class B Invested Amount" which have not been reimbursed prior to such Distribution Date under clause (f) thereof. (i) Notwithstanding Sections 4.12(g) and (h), on the Determination Date preceding the Economic Special Payment Date, the Servicer shall not calculate the Reimbursement Draw Amount or the Special Draw Amount with respect to such Special Payment Date, but shall calculate (i) the amount (the "Class A Principal Draw Amount") (determined after giving effect to any deposit or distribution to be made pursuant to Sections 4.05(d)(i) and 5.01(b) on such Special Payment Date) equal to the outstanding principal amount of the Class A Certificates [(less the Principal Funding Account Balance, if any)] and (ii) the amount (the "Class B Principal Draw Amount") (determined after giving effect to any deposit or distribution to be made pursuant to Sections 4.05(d)(ii) and 5.01(d) on such Special Payment Date) equal to the outstanding principal amount of the Class B Certificates [(less the Principal Funding Account Balance, if any)];] (j) In the event that for any Distribution Date the sum of any Required Draw Amount, Interest Draw Amount, Servicing Draw Amount, Default Draw Amount, Reimbursement Draw Amount, Special Draw Amount, [Class A Principal Draw Amount and Class B Principal Draw Amount] (such sum being referred to as the "Total Draw Amount"), is greater than zero, the Servicer shall give written notice to the ~~Trustee~~Trustee and the Cash Collateral Depositor, in substantially the form of Exhibit B, of such positive ~~Required~~ Total Draw Amount on the related Determination Date. On the related Transfer Date, withdrawals will be made from the Cash Collateral Account as follows: (A) the portion of the Total Draw Amount allocable to the Required Draw Amount, if any, up to the Available Shared Collateral Amount, shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed first to fund any deficiency pursuant to Section 4.05(a)(i), second to fund any deficiency in the Class A Monthly Servicing Fee pursuant to Section 4.05(a)(ii) and third to pay the Class A Investor Default Amount, if any, for such Distribution Date pursuant to Section 4.05(a)(iii); (B) the portion of the Total Draw Amount allocable to the Interest Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clause (A)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and distributed to fund any deficiency pursuant to Section 4.07(c); (C) the portion of the Total Draw Amount allocable to the Servicing Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) and (B)), shall be withdrawn from the Cash Collateral Account and used to pay the portion of the Class B Servicing Fee for such Distribution Date not paid pursuant to Section 4.07(d); (D) the portion of the Total Draw Amount allocable to the Default Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A) , (B) and (C)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and used to pay the portion of the Class B Investor Default Amount for such Distribution Date not paid pursuant to Section 4.07(e); (E) the portion of the Total Draw Amount allocable to the Class A Principal Draw Amount, if any, up to the Available Shared Collateral Amount (determined after giving effect to any withdrawal pursuant to clauses (A), (B), (C) and (D)), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and immediately deposited by the Trustee into the Principal Funding Account; and (F) the remainder of the Total Draw Amount, if any, up to the Available Cash Collateral Amount (determined after giving effect to any withdrawal pursuant to classes (A) through (E), shall be withdrawn from the Cash Collateral Account on the related Transfer Date and ~~distributed~~ immediately deposited by the Trustee into [the Collection Account for distribution to ~~fund any deficiency pursuant to Section 4.07(a) through (g) (~~the Class B Certificateholders on such Distribution Date] [the Principal Funding Account in respect of the ~~order of priority set forth in Section 4.07)~~Class B Certificates].] (dk) In the event that the Cash Collateral Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the ~~Class C Supplemental~~ Loan Agreement, an amount equal to such Cash Collateral Account Surplus. (l) Upon the earliest to occur of (i) the Termination Date, (ii) the day on which the Class A Invested Amount and the Class B Invested Amount are paid in full to the Class A Certificateholders and the Class B Certificateholders [and (iii) the day on which all withdrawals from the Cash Collateral Account pursuant to Section 4.12(j) with respect to the Economic Special Payment Date have been made], the Trustee, acting in accordance with the instructions of the Servicer, after the prior payment of all amounts owing to the Class A Certificateholders and the Class B Certificateholders which are payable from the Cash Collateral Account as provided herein, shall withdraw from the Cash Collateral Account for application in accordance with the Loan Agreement all amounts, if any, on deposit in the Cash Collateral Account and the Cash Collateral Account shall be deemed to have terminated for purposes of this Supplement.]

Appears in 1 contract

Samples: Pooling and Servicing Agreement Supplement (Asset Backed Securities Corp)

Cash Collateral Account. (a) ~~The Servicer~~ On the Closing Date and pursuant to the Cash Collateral Agreement, the Construction Agent shall ~~establish and maintain, in~~ pledge to the ~~name of the Trustee, on behalf of the Trust~~Agent, for the benefit of the ~~Series 1998-1 Certificateholders and the Class C Interest Holders~~Cash Collateral Lenders, as ~~their interests appear herein and in~~ security for the ~~Class C Supplemental Agreement~~Cash Collateral Obligations, ~~an Eligible Deposit Account (~~by delivery to the "Intermediary or by otherwise depositing into the Cash Collateral Account~~") bearing a designation clearly indicating~~ , Cash Collateral in an amount such that the ~~funds deposited therein are held for the benefit~~ fair market value of the ~~Series 1998-1 Certificateholders and the Class C Interest Holders. The~~ Cash Collateral ~~Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in all funds on deposit from time to time~~ in the Cash Collateral Account ~~and in all proceeds thereof. The~~ after such pledge or deposit on such date is equal to or greater than one hundred five percent (105%) of the outstanding aggregate principal amount of Cash Collateral ~~Account shall be under~~ Loans on such date. (b) If on any date the ~~sole dominion and control~~ fair market value of the ~~Trustee for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders. The interest of the Class C Interest Holders~~ Cash Collateral in the Cash Collateral Account shall be ~~subordinated~~ less than one hundred five percent (105%) of the outstanding aggregate principal amount of Cash Collateral Loans on such date, then the Construction Agent or the Lessee shall pledge to the ~~interests~~ Agent, for the benefit of ~~the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental Agreement. If at any time~~ the Cash Collateral ~~Account ceases~~ Lenders, by delivery to ~~be an Eligible Deposit Account,~~ the ~~Trustee (~~Intermediary or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Cash Collateral Account meeting the conditions specified above as an Eligible Deposit Account, and shall transfer any cash and/or any investments to such new Cash Collateral Account. The Trustee, at the direction of the Servicer, shall make deposits to and withdrawals from the Cash Collateral Account in the amounts and at the times set forth in this Supplement and the Class C Supplemental Agreement. All withdrawals from the Cash Collateral Account shall be made in the priority set forth below. The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the Trustee shall deposit the Initial Cash Collateral Amount received by ~~it from the Seller in immediately available funds~~ otherwise depositing into the Cash Collateral Account~~. Funds~~ , additional Cash Collateral in an amount such that the fair market value of the Cash Collateral in the Cash Collateral Account after such pledge or deposit on such date is equal to or greater than one hundred five percent (105%) of the outstanding aggregate principal amount of Cash Collateral Loans on such date. (c) Beginning on the date thirty (30) days after the Closing Date (unless such day is not a Business Day, then on the next occurring Business Day) and on the same calendar day of each month thereafter (unless such day is not a Business Day, then on the next occurring Business Day, or unless there is no such corresponding calendar day in such month, then on the next occurring Business Day in the following month), the Lessee shall furnish to the Agent an Officer's Certificate in the form of Schedule 5.11 setting forth the Lessee's calculation, in reasonable detail, demonstrating compliance by the Lessee with the provisions of this Section 5.11 as of such date. (d) The Lessor, the Construction Agent and the Lessee hereby acknowledge and agree that the Cash Collateral Account (and the Cash Collateral on deposit therein from time to time) constitutes additional Collateral to secure any and all Cash Collateral Obligations and the Lessor, the Lessee and the Construction Agent agree to execute and deliver any agreements, financing statements, instruments or other documents reasonably requested by the Agent to perfect the security interest of the Cash Collateral Lenders in the Cash Collateral Account (including without limitation the Cash Collateral Agreement and the Cash Collateral Control Agreement). (e) Notwithstanding any provision contained herein or in any other Operative Agreement to the contrary, upon payment in full of the principal of and interest on the Cash Collateral Notes and all other Cash Collateral Obligations then due and owing to the Cash Collateral Lenders, the Agent shall, upon the written request of the Lessee, cause all amounts then on deposit in the Cash Collateral Account ~~shall~~ to be invested at the direction of the Servicer by the Trustee in Cash Collateral Account Investments. Funds on deposit in the Cash Collateral Account on any Transfer Date, after giving effect to any withdrawals from the Cash Collateral Account on such Transfer Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior returned to the following Transfer Date. No Eligible Investment shall be disposed of prior to its maturity; provided, however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed by the Servicer, the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Trustee shall maintain for the benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities, if any, evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Cash Collateral Account shall be paid to the Seller. For purposes of determining the availability of funds or the balances in the Cash Collateral Account for any reason under this Supplement, all investment earnings on such funds shall be deemed not to be available or on depositLessee. (c) On each Determination Date, the Servicer shall calculate the amount (the "Required Draw Amount") by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency pursuant to Section 4.07(a) through (g) (in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero, the Trustee, acting in accordance with the instructions of the Servicer, shall withdraw from the Cash Collateral Account, and apply in accordance with the Class C Supplemental Agreement, an amount equal to such Cash Collateral Surplus.

Appears in 1 contract

Samples: Participation Agreement (Toys R Us Inc)

Cash Collateral Account. (a) ~~The~~ On or prior to the Closing Date, the Servicer shall establish and ~~maintain~~maintain with an Eligible Institution, which may be the Indenture Trustee in the name of the ~~Trustee~~Trust, on behalf of the Trust, for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders, ~~as their interests appear herein and in~~ a segregated account with the ~~Class C Supplemental Agreement, an~~ corporate trust department of such Eligible ~~Deposit Account~~ Institution (the "~~Cash Collateral Account~~CASH COLLATERAL ACCOUNT") ), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class ~~C Interest Holders~~D Noteholders. ~~The Cash Collateral Account shall initially be established with~~ Except as otherwise provided in this Section 4.11, the ~~Trustee. The~~ Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Series 1998-1 Certificateholders~~ Class C Noteholders and the Class C Interest Holders. The interest of the Class C Interest Holders in the Cash Collateral Account shall be subordinated to the interests of the Series 1998-1 Certificateholders as provided herein and in the Class C Supplemental AgreementD Noteholders. If at any time the institution holding the Cash Collateral Account ceases to be an Eligible ~~Deposit Account~~Institution, the Servicer shall notify the Indenture Trustee in writing, and the Indenture Trustee upon being so notified (or the Servicer on its behalf) ~~shall~~ shall, within 10 ten (10) Business Days (or such longer ~~period, not to exceed 30 calendar days,~~ period as to which ~~each~~ the Rating ~~Agency~~ Agencies may consent) establish a new Cash Collateral Account meeting the conditions specified above as with an Eligible ~~Deposit Account,~~ Institution and shall transfer any cash ~~and/or~~ or any investments to such new Cash Collateral Account. The Indenture Trustee, at the written direction of the Servicer, shall (i) make ~~deposits to and~~ withdrawals from the Cash Collateral Account from time to time in an amount up to the ~~amounts and~~ Available Cash Collateral Account Amount at such time, for the ~~times~~ purposes set forth in this ~~Supplement~~ Indenture Supplement, and (ii) on each Payment Date prior to termination of the ~~Class C Supplemental Agreement. All withdrawals from~~ Cash Collateral Account, make a deposit into the Cash Collateral Account ~~shall be made~~ in the ~~priority set forth below~~amount specified in, and otherwise in accordance with, subsection 4.11(f). The Class C Interest Holders shall not be entitled to reimbursement from the Trust Assets for any withdrawals from the Cash Collateral Account except as specifically provided in this Supplement and the Class C Supplemental Agreement. (b) On the Closing Date, the ~~Trustee~~ Transferor shall deposit the Initial Cash Collateral Account Amount ~~received by it from the Seller~~ in ~~immediately available funds into~~ the Cash Collateral Account. . (b) Funds on deposit in the Cash Collateral Account shall be invested at the written direction of the Servicer by the Indenture Trustee in ~~Cash Collateral Account~~ Eligible Investments. Funds on deposit in the Cash Collateral Account on any ~~Transfer~~ Payment Date, after giving effect to any withdrawals from and deposits to the Cash Collateral Account on such ~~Transfer~~ Payment Date, shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the following ~~Transfer~~ Payment Date. No The Indenture Trustee shall hold such of the Eligible ~~Investment~~ Investments as consists of instruments, deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the State of New York. The Indenture Trustee shall hold such of the Eligible Investments as constitutes investment property through a securities intermediary, which securities intermediary shall agree with the Indenture Trustee that (a) such investment property shall at all times be credited to a securities account of the Indenture Trustee, (b) such securities intermediary shall treat the Indenture Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, (c) all property credited to such securities account shall be ~~disposed of prior to its maturity; provided~~treated as a financial asset, ~~however, that -------- ------- the Trustee may sell, liquidate or dispose of an Eligible Investment before its maturity, if so directed~~ (d) such securities intermediary shall comply with entitlement orders originated by the ~~Servicer~~Indenture Trustee without the further consent of any other person or entity, (e) such securities intermediary will not agree with any person or entity other than the Indenture Trustee to comply with entitlement orders originated by such other person or entity, (f) such securities accounts and the property credited thereto shall not be subject to any lien, security interest, or right of set-off in favor of such securities intermediary or anyone claiming through it (other than the Indenture Trustee), and (g) such agreement shall be governed by the laws of the State of New York. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. Except as permitted by this subsection 4.11(b), the Servicer having reasonably determined that the interest of the 1998-1 Certificateholders may be adversely affected if such Eligible Investment is held to its maturity. The proceeds of any such investments shall be invested in such investments that will mature so that such funds will be available for withdrawal on or prior to the Transfer Date immediately following the date of such investment. The Indenture Trustee shall ~~maintain for~~ not hold Eligible Investments through an agent or a nominee. On each Payment Date (but subject to subsections 4.11(c) and 4.11(d)), the ~~benefit of the Series 1998-1 Certificateholders and the Class C Interest Holders possession of the negotiable instruments or securities~~Investment Earnings, if any, ~~evidencing the Cash Collateral Account Investments. On each Transfer Date, all interest and earnings (net of losses and investment expenses)~~ accrued since the preceding ~~Transfer~~ Payment Date on funds on deposit in the Cash Collateral Account shall be ~~paid to~~ retained in the ~~Seller~~Cash Collateral Account and applied as other funds therein are applied. For purposes of determining the availability of funds or the ~~balances~~ balance in the Cash Collateral Account for any reason under this ~~Supplement~~Indenture Supplement (subject to subsections 4.11(c) and 4.11(d)), all ~~investment earnings on such funds~~ Investment Earnings shall be deemed not to be available or on deposit. (c) ~~On each Determination~~ If, on any Payment Date, the ~~Servicer shall calculate the~~ aggregate amount ~~(the "Required Draw Amount"~~available for distribution pursuant to subsections 4.04(a)(iv) ~~by which the amounts specified in clauses (a) through (g) of Section 4.07 with respect to the related Distribution Date exceed the~~ and 4.04(a)(viii), including, but not limited to, any amount of Excess Spread and Excess Finance Charges allocated with respect to the related Monthly Period. In the event that for any Distribution Date the Required Draw Amount is greater than zero, the Servicer shall give written notice to the Trustee, in substantially the form of Exhibit B, of such positive Required Draw Amount on the related Determination Date. On the related Transfer Date, the Required Draw Amount, if any, up to the Available Cash Collateral Amount shall be withdrawn from the Cash Collateral Account and distributed to fund any deficiency available pursuant to Section ~~4.07(a~~4.07, is less than the aggregate amount required to be distributed pursuant to subsections 4.04(a)(iv) ~~through (g~~and 4.04(a)(viii) (~~in the order of priority set forth in Section 4.07). (d) In the event that the Cash Collateral Surplus on any Distribution Date, after~~ without giving effect to ~~all deposits to and withdrawals from the Cash Collateral Account with respect to such Distribution Date, is greater than zero~~any limitation based on Available Finance Charge Collections), the Indenture Trustee, ~~acting in accordance with~~ at the ~~instructions~~ written direction of the Servicer, shall withdraw from the Cash Collateral Account the amount of such deficiency up to the Available Cash Collateral Account Amount and, if the Available Cash Collateral Account Amount is less than such deficiency, Investment Earnings credited to the Cash Collateral Account, and ~~apply~~ deposit such amount in the Collection Account for payment first to the Class C Noteholders in respect of interest on the Class C Notes to the extent of any deficiency in amounts otherwise available under subsection 4.04(a)(iv) and then to the Class D Noteholders in respect of interest on the Class D Notes in accordance with Section 4.04. (d) On the ~~Class C Supplemental Agreement~~Series 2003-D Final Maturity Date, the Indenture Trustee at the written direction of the Servicer shall withdraw from the Cash Collateral Account an amount equal to the lesser of (i) the sum of the Class C Note Principal Balance and the Class D Note Principal Balance (after any payments to be made pursuant to subsection 4.04(c) on such date) and (ii) the Available Cash Collateral ~~Surplus~~Account Amount and, if the Available Cash Collateral Account Amount is not sufficient to reduce first, the Class C Note Principal Balance and then, the Class D Note Principal Balance to zero, Investment Earnings credited to the Cash Collateral Account up to the amount required to reduce each of the Class C Note Principal Balance and the Class D Note Principal Balance to zero, and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution first, to the Class C Noteholders and then, to the Class D Noteholders in accordance with subsections 5.02(f) and 5.02(h). (e) On any day following the occurrence of an Event of Default with respect to Series 2003-D and acceleration of the maturity of the Series 2003-D Notes pursuant to Section 5.03 of the Indenture, the Servicer shall withdraw from the Cash Collateral Account an amount equal to the Available Cash Collateral Account Amount and the Indenture Trustee or the Servicer shall deposit such amounts into the Collection Account for distribution to the Class C Noteholders and the Class D Noteholders, in that order of priority, in accordance with Section 5.02, to fund any shortfalls in amounts owed to such Noteholders. (f) If on any Payment Date, after giving effect to all withdrawals from the Cash Collateral Account, the Available Cash Collateral Account Amount is less than the Required Cash Collateral Account Amount then in effect, Available Finance Charge Collections, minus the amount described in clause (d) of the definition of Available Finance Charge Collections, shall be deposited into the Cash Collateral Account under the circumstances set forth in subsection 4.04(a)(ix) up to the amount of the Cash Collateral Account Deficiency. (g) If on any Payment Date, after giving effect to all withdrawals from and deposits to the Cash Collateral Account, the amount on deposit in the Cash Collateral Account would exceed the Required Cash Collateral Account Amount then in effect, the Indenture Trustee shall, at the written direction of the Servicer, release such excess to the Transferor. On the date on which each of the Class C Note Principal Balance and the Class D Note Principal Balance has been paid in full (including amounts to be paid to the Class C Noteholders and the Class D Noteholders pursuant to subsection 4.11(d) above), the Indenture Trustee, at the written direction of the Servicer, shall withdraw from the Cash Collateral Account all amounts then remaining in the Cash Collateral Account and pay such amounts to the Transferor.

Appears in 1 contract

Samples: Indenture Supplement (Advanta Business Receivables Corp)

Common use of Cash Collateral Account Clause in Contracts