Collateral Accounts. The Securities Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the Swap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annex.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3), Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3)
Collateral Accounts. (1) The Securities Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed Borrower shall, on or prior to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Initial Funding Date, establish at the Swap Custodian shall establish Borrower Accounts Securities Intermediary a Swap Collateral Account. The Swap Collateral Account shall be held segregated trust account in the name “Gladwyne Funding LLC, subject to the lien of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USAWxxxx Fargo Bank, National Association, as TrusteeCollateral Agent on behalf of the Secured Parties”, in trust for which shall be designated as the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-CertificatesBorrowing Base Collateral Account, Series 2007-3.” The Swap Custodian which shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted be held by the Swap Provider to secure the obligations of the Swap Provider Borrower Accounts Securities Intermediary in accordance with the terms Securities Account Control Agreement into which the Borrower shall from time to time deposit Collateral (other than Buffer Assets). All Collateral deposited from time to time in the Borrowing Base Collateral Account pursuant to this Agreement shall be held in trust by the Collateral Agent as part of the Interest Rate Swap AgreementCollateral and shall be applied to the purposes provided herein. Except for investment earningsThe Collateral Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent obtains actual knowledge or receives written notice that the Borrowing Base Collateral Account or any funds on deposit therein, or otherwise to the Swap Provider credit of the Borrowing Base Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Swap Borrowing Base Collateral Account other than in accordance with the provisions of this Agreement and the Securities Account Control Agreement. At all times, the Interest Rate Swap Agreement and applicable law. Borrowing Base Collateral Account shall remain at an institution that satisfies the requirements of Section 6.1.
(2) The Swap Custodian shall maintain and apply all collateral and earnings thereon Borrower shall, on deposit or prior to the Initial Funding Date, establish at the Borrower Accounts Securities Intermediary a segregated trust account in the Swap name “Gladwyne Funding LLC, subject to the lien of Wxxxx Fargo Bank, National Association, as Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted Agent on behalf of the Secured Parties”, which shall be designated as the Buffer Asset Collateral Account, which shall be held by the Swap Provider Borrower Accounts Securities Intermediary in accordance with the Swap Credit Support Annex Securities Account Control Agreement into which the Borrower shall from time to time deposit Buffer Assets and all other Collateral related thereto. All Collateral deposited from time to time in the Buffer Asset Collateral Account pursuant to this Agreement shall be invested at held in trust by the direction Collateral Agent as part of the Swap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment purposes provided herein. The Collateral Agent agrees to give the Borrower and the Administrative Agent notice as soon as practicable under the circumstances if an Authorized Officer of the Collateral Agent obtains actual knowledge or receives written notice that the Buffer Asset Collateral Account or any Obligations due funds on deposit therein, or otherwise to Party B (as defined the credit of the Buffer Asset Collateral Account, shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Borrower shall not have any legal, equitable or beneficial interest in the Interest Rate Swap Agreement) Buffer Asset Collateral Account other than in accordance with the Swap Credit Support Annexprovisions of this Agreement and the Securities Account Control Agreement. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support AnnexAt all times, the Swap Custodian Buffer Asset Collateral Account shall return such collateral in accordance with remain at an institution that satisfies the terms requirements of the Swap Credit Support AnnexSection 6.1.
Appears in 1 contract
Collateral Accounts. The Securities Administrator (in its capacity as Supplemental Interest Trust Trustee) Trustee is hereby directed authorized to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust receive any funds for the benefit of the CertificateholdersHolders distributed under the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement. The Swap Trustee shall, as promptly as reasonably practicable after the Issue Date, establish the First Priority Collateral Account, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The First Priority Collateral Account must shall be an Eligible Account a trust account and shall be titled “Swap established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Sales of First Priority Collateral, Recovery Events involving First Priority Collateral, foreclosures of or sales of the First Priority Collateral, issuances of Additional Notes (up to 95% of such proceeds) and other awards or proceeds pursuant to the Collateral Documents, shall be deposited in the First Priority Collateral Account, HSBC Bank USAand thereafter shall be held, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted applied and/or disbursed by the Swap Provider to secure the obligations of the Swap Provider Trustee in accordance with the terms of this Indenture. All such proceeds and other awards received pursuant to the Interest Rate Swap Collateral Documents from Second Priority Collateral shall be deposited in the Second Priority Collateral Account and applied, in each case, as provided by the Intercreditor Agreement. Except for investment earningsIn connection with any and all deposits to be made into the First Priority Collateral Account under this Indenture, the Swap Provider shall not have any legal, equitable Collateral Documents or beneficial interest in the Swap Collateral Account other than in accordance with this Intercreditor Agreement, the Interest Rate Swap Agreement and applicable lawTrustee and/or the Collateral Agent, as applicable, shall receive an Officer’s Certificate directing the Trustee and/or the Collateral Agent to make such deposit. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit Pending the distribution of funds in the Swap First Priority Collateral Account in accordance with Swap Credit Support Annex. the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash collateral posted Equivalents specified in such direction, such investments to mature by the Swap Provider times such funds are needed hereunder, such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. Provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the First Priority Collateral Account may be used by the Company for purposes permitted by this Indenture. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the Swap Credit Support Annex shall be invested at the direction provisions of the Swap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annexthis Section 12.09.
Appears in 1 contract
Samples: Indenture (Unifi Inc)
Collateral Accounts. (a) The Securities Trust Administrator (in its capacity as Cap Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap Collateral Account. The Interest Rate Cap Collateral Account shall be held in the name of the Interest Rate Cap Custodian in trust for the benefit of the Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible Account and shall be titled “Interest Rate Cap Collateral Account, Citibank, N.A., as Interest Rate Cap Custodian for registered Certificateholders of Citigroup Mortgage Loan Trust 2007-WFHE3, Asset-Backed Pass-Through Certificates, Series 2007-WFHE3.” The Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account all collateral (whether in the form of cash or securities) posted by the Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap Provider in accordance with the terms of the Interest Rate Cap Agreement. Except for investment earnings, the Interest Rate Cap Provider shall not have any legal, equitable or beneficial interest in the Interest Rate Cap Collateral Account other than in accordance with this Agreement, the Interest Rate Cap Agreement and applicable law. The Interest Rate Cap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Interest Rate Cap Collateral Account in accordance with Interest Rate Cap Credit Support Annex. Cash collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be invested at the direction of the Interest Rate Cap Provider in Permitted Investments in accordance with the requirements of the Interest Rate Cap Credit Support Annex. All amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Interest Rate Cap Provider. The Interest Rate Cap Custodian shall not be liable for the selection of Permitted Investments or for any investment losses incurred through investment of the Posted Collateral (as defined in the Interest Rate Cap Credit Support Annex) into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Mxxxx’x or Aaa by Mxxxx’x, as directed by the Interest Rate Cap Provider. The Interest Rate Cap Custodian shall have no liability in respect of losses incurred as a result of the liquidation of any such Permitted Investments prior to its stated maturity or failure of the Interest Rate Cap Provider to provide timely written direction. If no investment direction is provided, such amounts shall remain uninvested. In the event the Interest Rate Cap Custodian does not meet the Custodian Required Rating Threshold (as defined in the Interest Rate Cap Agreement), the Cap Trustee, at the direction of the Depositor, shall within 60 days obtain a replacement Interest Rate Cap Custodian that meets the Custodian Required Rating Threshold. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Cap Agreement) with respect to the Interest Rate Cap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Cap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Interest Rate Cap Provider, and, in either such case, unless the Interest Rate Cap Provider has paid in full all of its Obligations (as defined in the Interest Rate Cap Credit Support Annex) that are then due, then any collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex. Any excess amounts held in such Cap Collateral Account after payment of all amounts owing to Party B under the Interest Rate Cap Agreement shall be withdrawn from the Cap Collateral Account and paid to the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex.
(b) The Trust Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USACitibank, National AssociationN.A., as TrusteeSwap Custodian, in trust for the registered holders of Renaissance HEL Citigroup Mortgage Loan Trust 2007-3 Asset BackedWFHE3, Asset-Backed Pass-Through Certificates, Series 2007-3WFHE3, Mortgage Pass-Through Certificates.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Interest Rate Swap Provider to secure the obligations of the Interest Rate Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Interest Rate Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Interest Rate Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the Interest Rate Swap Provider in Eligible Permitted Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Interest Rate Swap Provider. The Swap Custodian shall not be liable for the selection of Permitted Investments or for any investment losses incurred through investment of the Posted Collateral (as defined in the Swap Credit Support Annex) into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Mxxxx’x or Aaa by Mxxxx’x, as directed by the Interest Rate Swap Provider. The Swap Custodian shall have no liability in respect of losses incurred as a result of the liquidation of any such Permitted Investments prior to its stated maturity or failure of the Interest Rate Swap Provider to provide timely written direction. If no investment direction is provided, such amounts shall remain uninvested. In the event the Swap Custodian does not meet the Custodian Required Rating Threshold (as defined in the Interest Rate Swap Agreement), the Supplemental Interest Trust Trustee, at the direction of the Depositor, shall within 60 days obtain a replacement Swap Custodian that meets the Custodian Required Rating Threshold. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), ) with respect to the Interest Rate Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Interest Rate Swap Provider, and, in either such case, unless the Interest Rate Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Interest Rate Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral (as defined in the Swap Credit Support Annex) to the Interest Rate Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Wfhe3)
Collateral Accounts. The (a) Upon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the applicable Swap Agreement, the Securities Administrator (in its capacity shall establish and maintain with itself, as Supplemental Interest Trust agent for the Trustee) is hereby directed to perform the obligations , on behalf of the Custodian as defined under the Swap Credit Support Annex Supplement Interest Trust, separate, segregated trust accounts (the “Swap CustodianCollateral Accounts”). On or before the Closing Date) titled, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral AccountXxxxx Fargo Bank, HSBC Bank USA, National Association, N.A. as TrusteeSecurities Administrator, in trust for the registered holders Holders of Renaissance HEL Trust 2007Deutsche Alt-3 Asset Backed-CertificatesA Securities Mortgage Loan Trust, Series 2007-3.” The Swap Custodian shall credit to OA5, Mortgage Pass-Through Certificate Swap Collateral Account all collateral (whether Account” and “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the form Holders of cash or securities) posted by the Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA5 Mortgage Pass-Through Class A-1A Swap Provider to secure the obligations Collateral Account”, respectively. The Collateral Accounts shall be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with Securities Administrator held pursuant to this Agreement, .
(b) Funds required to be held pursuant to the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested at the direction of the Swap Provider in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in accordance with the requirements absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the Swap related Credit Support Annex. All The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts earned on necessary to cover such shortfall shall be removed from the related Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) through (viii), as applicable. Any amounts on deposit in the Swap Collateral Account Accounts required to be returned to such Derivative Provider (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreementits credit support provider) as a result of any such Event the termination of Default the related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or Specified Condition with respect (iv) otherwise pursuant to the Swap Providerrelated Derivative Agreement, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied released directly to the payment of any Obligations due such Derivative Provider pursuant to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap related Credit Support Annex.
(c) Upon the termination of the Trust Fund, any amounts remaining in the Swap Custodian Collateral Accounts shall return such collateral in accordance with be distributed by the Securities Administrator as required pursuant to the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust Series 2007-Oa5 /DE)
Collateral Accounts. The Securities Administrator (in its capacity as Supplemental Interest Trust Trusteea) is hereby directed Borrower shall cause Mortgage Borrower and Hotel Lessee to perform comply with the obligations of Mortgage Borrower set forth in Article V of the Custodian Mortgage Loan Agreement.
(b) Borrower shall not, nor shall Borrower permit or cause Mortgage Borrower or Hotel Lessee to, further pledge, assign or grant any security interest in the Collection Account, the Cash Management Account, the Mortgage Reserve Accounts or any of the other Mezzanine Collateral Accounts or the monies deposited therein, or permit any lien or encumbrance to attach thereto, or any levy to be made thereon, except for the security interests granted by Mortgage Borrower and Hotel Lessee in favor of Mortgage Administrative Agent pursuant to the Mortgage Loan Documents or in favor of Administrative Agent pursuant to the Loan Documents, or any UCC-1 Financing Statements, except those naming Administrative Agent or Mortgage Administrative Agent as defined the secured party, to be filed with respect thereto.
(c) If the Mortgage Loan is no longer outstanding or if Mortgage Administrative Agent waives the requirement of Mortgage Borrower and Hotel Lessee to maintain the Collection Account, the Cash Management Account, the Mortgage Reserve Accounts or any other Collateral Accounts established and maintained by Mortgage Borrower, Hotel Lessee or Mortgage Administrative Agent under the Swap Credit Support Annex Mortgage Loan Documents, or if the Mortgage Loan has been repaid in full, (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian i) Administrative Agent shall establish a Swap Collateral Account. The Swap Collateral Account shall be held and maintain, in the name of the Swap Custodian in trust Borrower, as debtor, for the benefit of Administrative Agent on behalf of the Certificateholders. The Swap Collateral Account must be an Eligible Account Lenders, as secured party, a collection account, a cash management account, reserve accounts and shall be titled “Swap Collateral any other collateral accounts, as applicable, that would operate in the same way as the Collection Accounts, the Cash Management Account, HSBC Bank USAall Mortgage Reserve Accounts and other Collateral Accounts under the Mortgage Loan Agreement or shall use the applicable Collateral Accounts for such purpose, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian (ii) Borrower and Administrative Agent shall credit execute and deliver account control agreements with respect to Swap Collateral Account all collateral (whether such accounts in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the Swap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of control agreements executed and taxable to the Swap Provider. If no investment direction is provideddelivered by Mortgage Borrower or Hotel Lessee, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement)applicable, and Mortgage Administrative Agent with respect to the Swap Provider or upon occurrence or designation applicable Collateral Accounts, and (iii) Borrower, Administrative Agent and the Lenders shall execute and deliver an amendment to this Agreement, in form and substance reasonably acceptable to all parties, which shall incorporate herein the provisions of an Early Termination Date (as defined the applicable Sections of Article V of the Mortgage Loan Agreement, in each case, in substantially the form set forth in the Interest Rate Swap Mortgage Loan Agreement) , with such changes as a result of any such Event of Default or Specified Condition with respect to are necessary if the Swap Provider, and, in either such case, unless the Swap Provider Mortgage Loan has been paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annexfull.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (NRI Real Token Inc.)
Collateral Accounts. The (a) Upon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the applicable Swap Agreement, the Securities Administrator (in its capacity shall establish and maintain with itself, as agent for the Trustee, on behalf of the Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex Trust, separate, segregated trust accounts (the “Swap CustodianCollateral Accounts”). On or before the Closing Date) titled, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral AccountXxxxx Fargo Bank, HSBC Bank USA, National Association, N.A. as TrusteeSecurities Administrator, in trust for the registered holders Holders of Renaissance HEL Trust 2007Deutsche Alt-3 Asset Backed-CertificatesA Securities Mortgage Loan Trust, Series 2007-3.” The Swap Custodian shall credit to OA4, Mortgage Pass-Through Floor Collateral Account”, “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4, Mortgage Pass-Through Certificate Swap Collateral Account all collateral (whether Account” , “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the form Holders of cash or securities) posted by Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class I-A-1B Swap Collateral Account” and “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-OA4 Mortgage Pass-Through Class A-2A Swap Provider to secure the obligations Collateral Account”, respectively. The Collateral Accounts shall be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with Securities Administrator held pursuant to this Agreement, .
(b) Funds required to be held pursuant to the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested at the direction of the Swap Provider in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in accordance with the requirements absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the Swap related Credit Support Annex. All The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts earned on necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) through (viii), as applicable. Any amounts on deposit in the Swap Collateral Account Accounts required to be returned to such Derivative Provider (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreementits credit support provider) as a result of any such Event the termination of Default the related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or Specified Condition with respect (iv) otherwise pursuant to the Swap Providerrelated Derivative Agreement, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied released directly to the payment of any Obligations due such Derivative Provider pursuant to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap related Credit Support Annex.
(c) Upon the termination of the Trust Fund, any amounts remaining in the Swap Custodian Collateral Accounts shall return such collateral in accordance with be distributed by the Securities Administrator as required pursuant to the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust, Series 2007-Oa4 /DE)
Collateral Accounts. (a) The Trust Administrator is hereby directed to perform the obligations of the Custodian as defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap Collateral Account. The Interest Rate Cap Collateral Account shall be held in the name of the Interest Rate Cap Custodian in trust for the benefit of the Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible Account and shall be titled “Interest Rate Cap Collateral Account, Xxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian for Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered Certificateholders of MASTR Asset Backed Securities Trust 2006-HE5, Mortgage Pass-Through Certificates, Series 2006-HE5.” The Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account all collateral (whether in the form of cash or securities) posted by the Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap Provider in accordance with the terms of the Interest Rate Cap Agreements. Except for investment earnings, the Interest Rate Cap Provider shall not have any legal, equitable or beneficial interest in the Interest Rate Cap Collateral Account other than in accordance with this Agreement, the Interest Rate Cap Agreements and applicable law. The Interest Rate Cap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Interest Rate Cap Collateral Account in accordance with the Interest Rate Cap Credit Support Annex and this Agreement. Cash collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be maintained in accordance with the requirements of the Interest Rate Cap Credit Support Annex. The Trust Administrator shall not be liable for any losses incurred on such investment. All amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account (whether cash collateral or securities) shall be taxable to the Interest Rate Cap Provider. Upon the occurrence of an Event of Default, a Termination Event, or an Additional Termination Event (each as defined in the Interest Rate Cap Agreements) with respect to the Interest Rate Cap Provider or upon the occurrence or designation of an Early Termination Date (as defined in the Interest Rate Cap Agreements) as a result of any such Event of Default, Termination Event, or Additional Termination Event with respect to the Interest Rate Cap Provider, and, in either such case, unless the Interest Rate Cap Provider has paid in full all of its Obligations (as defined in the Interest Rate Cap Credit Support Annex) that are then due, then any collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Cap Agreements) in accordance with the Interest Rate Cap Credit Support Annex. Any excess amounts held in such Interest Rate Cap Collateral Account after payment of all amounts owing to Party B under the Interest Rate Cap Agreement shall be withdrawn from the Interest Rate Cap Collateral Account and paid to the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex.
(b) The Trust Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USAXxxxx Fargo Bank, National AssociationN.A., as TrusteeSwap Custodian for Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders Certificateholders of Renaissance HEL MASTR Asset Backed Securities Trust 20072006-3 Asset BackedHE5, Mortgage Pass-Through Certificates, Series 20072006-3HE5.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with the Swap Credit Support AnnexAnnex and this Agreement. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the Swap Provider in Eligible Investments maintained in accordance with the requirements of the Swap Credit Support Annex. The Trust Administrator shall not be liable for any losses incurred on such investment. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default Default, a Termination Event, or Specified Condition an Additional Termination Event (each as defined in the Interest Rate Swap Agreement), ) with respect to the Swap Provider or upon the occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default Default, Termination Event, or Specified Condition Additional Termination Event with respect to the Interest Rate Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To Any excess amounts held in such Swap Collateral Account after payment of all amounts owing to Party B under the extent Interest Rate Swap Agreement shall be withdrawn from the Swap Custodian is required to return any of the Posted Collateral Account and paid to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He5)
Collateral Accounts. (a) The Trust Administrator is hereby directed to perform the obligations of the Custodian as defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap Collateral Account. The Interest Rate Cap Collateral Account shall be held in the name of the Interest Rate Cap Custodian in trust for the benefit of the Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible Account and shall be titled “Interest Rate Cap Collateral Account, Wxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian for Wxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered Certificateholders of MASTR Asset Backed Securities Trust 2006-NC3, Mortgage Pass-Through Certificates, Series 2006-NC3.” The Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account all collateral (whether in the form of cash or securities) posted by the Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap Provider in accordance with the terms of the Interest Rate Cap Agreements. Except for investment earnings, the Interest Rate Cap Provider shall not have any legal, equitable or beneficial interest in the Interest Rate Cap Collateral Account other than in accordance with this Agreement, the Interest Rate Cap Agreements and applicable law. The Interest Rate Cap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Interest Rate Cap Collateral Account in accordance with the Interest Rate Cap Credit Support Annex and this Agreement. Cash collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be maintained in accordance with the requirements of the Interest Rate Cap Credit Support Annex. The Trust Administrator shall not be liable for any losses incurred on such investment. All amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account (whether cash collateral or securities) shall be taxable to the Interest Rate Cap Provider. Upon the occurrence of an Event of Default, a Termination Event, or an Additional Termination Event (each as defined in the Interest Rate Cap Agreements) with respect to the Interest Rate Cap Provider or upon the occurrence or designation of an Early Termination Date (as defined in the Interest Rate Cap Agreements) as a result of any such Event of Default, Termination Event, or Additional Termination Event with respect to the Interest Rate Cap Provider, and, in either such case, unless the Interest Rate Cap Provider has paid in full all of its Obligations (as defined in the Interest Rate Cap Credit Support Annex) that are then due, then any collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Cap Agreements) in accordance with the Interest Rate Cap Credit Support Annex. Any excess amounts held in such Interest Rate Cap Collateral Account after payment of all amounts owing to Party B under the Interest Rate Cap Agreement shall be withdrawn from the Interest Rate Cap Collateral Account and paid to the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex.
(b) The Trust Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USAWxxxx Fargo Bank, National AssociationN.A., as TrusteeSwap Custodian for Wxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders Certificateholders of Renaissance HEL MASTR Asset Backed Securities Trust 20072006-3 Asset BackedNC3, Mortgage Pass-Through Certificates, Series 20072006-3NC3.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with the Swap Credit Support AnnexAnnex and this Agreement. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the Swap Provider in Eligible Investments maintained in accordance with the requirements of the Swap Credit Support Annex. The Trust Administrator shall not be liable for any losses incurred on such investment. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default Default, a Termination Event, or Specified Condition an Additional Termination Event (each as defined in the Interest Rate Swap Agreement), ) with respect to the Swap Provider or upon the occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default Default, Termination Event, or Specified Condition Additional Termination Event with respect to the Interest Rate Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To Any excess amounts held in such Swap Collateral Account after payment of all amounts owing to Party B under the extent Interest Rate Swap Agreement shall be withdrawn from the Swap Custodian is required to return any of the Posted Collateral Account and paid to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-Nc3)
Collateral Accounts. The Securities Administrator (a) Subject to the last sentence of this Section 6.14(a), each Credit Party shall cause all of its assets other than (x) Fund Assets, (y) the Borrower’s Equity Interests in its capacity as Supplemental Interest Trust Trusteeany Holding Vehicle and (z) is hereby directed any cash held in any Excluded Account, to perform be paid to and held in the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap applicable Collateral Account. The Swap Each Credit Party shall cause all Distributions (including Distributions In Kind) in respect of Fund Assets and the Borrower’s direct or indirect Equity Interests in the Holding Vehicles and the Additional Pledgor to be paid to the applicable Collateral Account shall Account; provided that, in the event a Credit Party receives any Distribution from any Fund Asset consisting of securities that cannot be held in a Collateral Account, such Credit Party shall, upon the reasonable request of the Agent, hold such Distribution in an Pledged Securities Account.
(b) The Borrower shall ensure that each of its Collateral Accounts is titled in the name of “Xxxxxxx XxxXxxxxx Private Markets Fund (pledged to Barclays Bank PLC)” on the Swap Custodian in trust for the benefit books and records of the CertificateholdersCustodian. The Swap Holding I shall ensure that each of its Collateral Account must be an Eligible Account and shall be Accounts is titled “Swap Collateral Account, HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form name of cash or securities) posted by “AlpInvest CAPM Holdings, LLC (pledged to Barclays Bank PLC)” on the Swap Provider to secure the obligations books and records of the Swap Provider Custodian. Holding II shall ensure that each of its Collateral Accounts is titled in accordance with the terms name of “AlpInvest Seed Fund Limited Partner, LLC (pledged to Barclays Bank PLC)” on the books and records of the Interest Rate Swap AgreementCustodian. Except for investment earnings, the Swap Provider Holding III shall not have any legal, equitable or beneficial interest ensure that each of its Collateral Accounts is titled in the Swap name of “AlpInvest Seed Fund, L.P. (pledged to Barclays Bank PLC)” on the books and records of the Custodian. Holding IV shall ensure that each of its Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit Accounts is titled in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by name of “ACP 2022 Marvel Blocker LLC (pledged to Barclays Bank PLC)” on the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction books and records of the Swap Provider in Eligible Investments in accordance with Custodian.
(c) Each Credit Party will cause the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account Custodian (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement)or, with respect to any Pledged Securities Account, the Swap Provider or upon occurrence or designation of an Early Termination Date applicable institution maintaining such account) to provide the Agent with “read-only” internet access to each Collateral Account and Pledged Securities Account, as applicable, through any online service provided by such Custodian (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition or, with respect to the Swap Providerany Pledged Securities Account, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return applicable institution maintaining such collateral in accordance with the terms of the Swap Credit Support Annexaccount).
Appears in 1 contract
Samples: Credit Agreement (Carlyle AlpInvest Private Markets Fund)
Collateral Accounts. The Securities Administrator (a) Borrowers shall, and shall cause Parking Manager to, cause the Net Parking Revenue, and cause Garage Manager to cause all Garage Revenue (other than revenue allocable to parking in its capacity as Supplemental Interest Trust Trusteethe Garage) is hereby directed to perform the obligations and shall cause each of the Custodian as defined under credit card companies with which Garage Fee Borrower, Garage Manager or Parking Manager has entered into merchant’s or other credit card agreements (collectively, “Credit Card Agreements”) that all revenues paid by such credit card companies with respect to the Swap Credit Support Annex Garage Property (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian shall less any processing fees which are owed such credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider card company in accordance with the terms of its respective Credit Card Agreement), in accordance with such merchant’s agreements or otherwise, and all amounts received from Garage Fee Borrower, Garage Manager or Parking Manager to be transmitted directly into a trust account (the Interest Rate Swap “Clearing Account”) established and maintained by Borrowers as more fully described in the Clearing Account Agreement.
(b) For so long as the Existing Hotel Management Agreement and/or 2025 Hotel Management Agreement are in effect, Borrowers shall, and shall cause Sheraton Hotel Manager to, cause all Operating Profit (as defined in the Existing Hotel Management Agreement and 2025 Hotel Management Agreement) allocable to Hotel Fee Borrower and/or Operating Lessee Borrower to be transmitted directly into the Clearing Account. Except If the Existing Hotel Management Agreement and/or 2025 Hotel Management Agreement is not in full force and effect, Borrowers shall enter into any amendments to the cash management provisions in this Article IV and the Cash Management Agreement requested by Agent to cause all Hotel Revenue to be deposited directly into the Clearing Account. Borrowers shall cooperate in good faith with Agent’s efforts to cause the funds in the Hotel Manager FF&E Reserve to be deposited into an account subject to the control of Agent, pursuant to an account agreement between the depository bank where such funds will be held, Hotel Manager, Operating Lessee Borrower, Hotel Fee Borrower and Agent, in form and substance reasonably acceptable to Agent.
(c) To the extent Borrowers receive notice from the Clearing Bank that it intends to terminate the Clearing Account Agreement, Borrowers shall establish a new Clearing Account at an Eligible Institution reasonably approved by Agent and enter into a new clearing account agreement that is substantially similar to then-existing Clearing Account Agreement (with such changes as are reasonably approved by Agent) on or prior to the date such then-existing Clearing Account Agreement is terminated. Without in any way limiting the foregoing, if Borrowers or Garage Manager receive any Revenue from the Property, then (i) such amounts shall be deemed to be collateral for investment earningsthe Obligations and shall be held in trust for the benefit, and as the Swap Provider property, of Agent (on behalf of Lenders), (ii) such amounts shall not have be commingled with any legal, equitable other funds or beneficial interest property of Borrowers or Garage Manager and (iii) Borrowers and Garage Manager shall deposit such amounts in the Swap Collateral Clearing Account other than within two (2) Business Days of receipt. Funds deposited into the Clearing Account shall be swept by the Clearing Bank on a daily basis into the Cash Management Account and applied and disbursed in accordance with this Agreement. The Clearing Account Agreement shall govern, among other things, the Interest Rate Swap Agreement deposit of funds into and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral withdrawal of funds from the Clearing Account, which Clearing Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at under the direction sole dominion and control of Agent, and the Swap Provider in Eligible Investments in accordance with Clearing Account Agreement 49289660 shall contain the requirements irrevocable instructions of Borrowers to Clearing Bank, and Clearing Bank’s agreement, to follow only the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account instructions of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), Agent with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date Clearing Account (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect which Agent agrees to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral give in accordance with the terms of this Article IV) and to disregard any and all orders for withdrawal from the Swap Credit Support AnnexClearing Account made by, or at the direction of, Borrowers or any other Person (unless otherwise instructed by Agent, in accordance with this Agreement). Borrowers shall not open or cause or permit any other Person (including Garage Manager or Hotel Manager) to open or maintain any accounts with respect to the collection or deposit of Revenues other than the Clearing Account, the accounts established under the Existing Hotel Management Agreement and/or 2025 Hotel Management Agreement and/or the accounts established under the Parking Garage Lease.
(d) Borrowers hereby confirms that Borrowers have established, and from and after the Closing Date, Borrowers shall maintain with the Account Bank, an operating account (collectively, the “Operating Account”), which Operating Account shall be a segregated Eligible Account in the name of the applicable Borrowers. Any sums to be paid to Borrowers pursuant to Section 2.1.2 and/or Section 4.4(a)(vi) shall be deposited by Agent in the Operating Account and, so long as no Event of Default is then continuing, may be further disbursed, in accordance with the terms of this Agreement and the other Loan Documents, at the direction of Borrowers.
(e) Borrowers hereby confirms that, in connection with the execution of the Cash Management Agreement and pursuant to the terms of such Cash Management Agreement, Borrowers will establish, and from and after establishment thereof, Borrowers shall maintain with Cash Management Bank, a cash management account to serve as the repository of all sums transferred from the Clearing Account or otherwise required to be deposited therein in accordance with this Agreement (the “Cash Management Account”), which Cash Management Account shall be a segregated Eligible Account in the name of Xxxxxxxx for the benefit of Agent, as secured party, and shall be named as follows: DBAG TSS Trust Liability Account (or such other name approved by Agent). The Cash Management Agreement shall govern, among other things, the deposit of funds into and the withdrawal of funds from the Cash Management Account, which Cash Management Account shall be under the sole dominion and control of Agent, and the Cash Management Agreement shall contain the irrevocable instructions of Borrowers to the Cash Management Bank, and Cash Management Bank’s agreement, to follow only the instructions of Agent with respect to the Cash Management Account (which Agent agrees to give in accordance with the terms of this Article IV) and to disregard any and all orders for withdrawal from the Cash Management Account made by, or at the direction of, Borrowers or any other Person. Borrowers further confirm that the following sub-accounts of the Cash Management Account (each, a “Sub-Account” and, collectively, the “Sub-Accounts”) have been established with the Cash Management Bank, which (i) may be ledger or book entry sub-accounts and need not be actual sub-accounts, (ii) shall each be linked to the Cash Management Account, (iii) shall each be under the sole dominion and control of Agent, and (iv) shall be allocated and disbursed, pursuant to the terms of this Agreement:
(1) Unless a Hotel Management Agreement is in effect pursuant to which the Hotel Manager is paying all Monthly Hotel Pass-Through Income Amount directly to the applicable third-party service provider or another applicable Person, a Sub-Account in respect of the Monthly Hotel Pass-Through Income Amount, provided that Borrower has timely delivered the Monthly Hotel Pass-Through Income Certificate and without duplication of any amounts paid by or on behalf of Borrower, Hotel Manager or any Affiliate of Borrower or Hotel Manager, to Borrower, in the amount of the Monthly Hotel Pass-Through Income Amount;
(2) A Sub-Account in respect of real property tax and insurance impounds relating to the Mortgaged Property (the “Tax and Insurance Reserve Sub-Account”). Sums shall be deposited in the Tax and Insurance Reserve Sub-Account 49289660 in accordance with Section 4.4 and 4.6 and used to fund the payment of Property Taxes and Insurance Premiums (and otherwise applied) as provided in Section 4.6, other than Insurance Premiums in respect of coverages for the Hotel Property obtained by Hotel Manager and Property Taxes paid by Hotel Manager in respect of the Hotel Property.
(3) A Sub-Account in respect of principal and interest payments on the Loan (the “Debt Service Reserve Sub-Account”). Sums shall be deposited in the Debt Service Reserve Sub-Account in accordance with Section 4.4 and used to fund the payment of Debt Service.
Appears in 1 contract
Samples: Loan Agreement (Creative Media & Community Trust Corp)
Collateral Accounts. (a) The Securities Trust Administrator (in its capacity as Cap Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap Collateral Account. The Interest Rate Cap Collateral Account shall be held in the name of the Interest Rate Cap Custodian in trust for the benefit of the Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible Account and shall be titled “Interest Rate Cap Collateral Account, Xxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian for registered Certificateholders of Citigroup Mortgage Loan Trust 2007-AMC4, Asset-Backed Pass-Through Certificates, Series 2007-AMC4.” The Interest Rate Cap Custodian shall credit to the Interest Rate Cap Collateral Account all collateral (whether in form of cash or securities) posted by the Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap Provider in accordance with the terms of the Interest Rate Cap Agreement. Except for investment earnings, the Interest Rate Cap Provider shall not have any legal, equitable or beneficial interest in the Interest Rate Cap Collateral Account other than in accordance with this Agreement, the Interest Rate Cap Agreement, and applicable law. The Interest Rate Cap Custodian shall maintain and apply all collateral earnings thereon on deposit in the Interest Rate Cap Collateral Account in accordance with the Interest Rate Cap Credit Support Annex. Cash collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be invested at the written direction of the Interest Rate Cap Provider in Permitted Investments in accordance with the requirements of the Interest Rate Cap Credit Support Annex. All amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Interest Rate Cap Provider. The Interest Rate Cap Custodian shall not be liable for the selection of Permitted Investments or for any investment losses incurred through investment of the Posted Collateral (as defined in the Interest Rate Cap Credit Support Annex) into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by Xxxxx’x, as directed by the Interest Rate Cap Provider. The Interest Rate Cap Custodian shall have no liability in respect of losses incurred as a result of the liquidation of any such Permitted Investments prior to its stated maturity or failure of the Interest Rate Cap Provider to provide timely written direction. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Cap Agreement) with respect to the Interest Rate Cap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Cap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Interest Rate Cap Provider, and, in either such case, unless the Interest Rate Cap Provider has paid in full all of its Obligations (as defined in the Interest Rate Cap Credit Support Annex) that are then due, then any collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex. Any excess amounts held in such Interest Rate Cap Collateral Account after payment of all amounts owing to Party B under the Interest Rate Cap Agreement shall be withdrawn from the Interest Rate Cap Collateral Account and paid to the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex.
(b) The Trust Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Interest Rate Cap Collateral Account, HSBC Bank USAXxxxx Fargo Bank, National AssociationN.A., as Trustee, in trust Interest Rate Cap Custodian for the registered holders Certificateholders of Renaissance HEL Citigroup Mortgage Loan Trust 2007-3 Asset BackedAMC4, Asset-Backed Pass-Through Certificates, Series 2007-3AMC4.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at the direction of the Swap Provider in Eligible Permitted Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If The Swap Custodian shall not be liable for the selection of Permitted Investments or for any investment losses incurred through investment of the Posted Collateral (as defined in the Swap Credit Support Annex) into Permitted Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1 by Xxxxx’x or Aaa by Xxxxx’x, as directed by the Sawp Provider. The Swap Custodian shall have no investment direction is provided, liability in respect of losses incurred as a result of the liquidation of any such amounts shall remain uninvestedPermitted Investments prior to its stated maturity or failure of the Swap Provider to provide timely written direction. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), ) with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral (as defined in the Swap Credit Support Annex) to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citigroup Mortgage Loan Trust 2007-Amc4)
Collateral Accounts. (a) The Trust Administrator is hereby directed to perform the obligations of the Custodian as defined under the Interest Rate Cap Credit Support Annex (the “Interest Rate Cap Custodian”). On or before the Closing Date, the Interest Rate Cap Custodian shall establish an Interest Rate Cap Collateral Account. The Interest Rate Cap Collateral Account shall be held in the name of the Interest Rate Cap Custodian in trust for the benefit of the Certificateholders. The Interest Rate Cap Collateral Account must be an Eligible Account and shall be titled “Interest Rate Cap Collateral Account, Xxxxx Fargo Bank, N.A., as Interest Rate Cap Custodian for Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered Certificateholders of MASTR Asset Backed Securities Trust 2006-HE4, Mortgage Pass-Through Certificates, Series 2006-HE4.” The Interest Rate Cap Custodian shall credit to Interest Rate Cap Collateral Account all collateral (whether in the form of cash or securities) posted by the Interest Rate Cap Provider to secure the obligations of the Interest Rate Cap Provider in accordance with the terms of the Interest Rate Cap Agreement. Except for investment earnings, the Interest Rate Cap Provider shall not have any legal, equitable or beneficial interest in the Interest Rate Cap Collateral Account other than in accordance with this Agreement, the Interest Rate Cap Agreement and applicable law. The Interest Rate Cap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Interest Rate Cap Collateral Account in accordance with the Interest Rate Cap Credit Support Annex and this Agreement. Cash collateral posted by the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex shall be invested in the Xxxxx Fargo Advantage Prime Investment Money Market Fund, so long as such fund is a Permitted Investment, and such investment shall comply with the requirements set forth in the Interest Rate Cap Credit Support Annex. The Trust Administrator shall not be liable for any losses incurred on such investment. All amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account (whether cash collateral or securities) shall be taxable to the Interest Rate Cap Provider. Upon the occurrence of an Event of Default, a Termination Event, or an Additional Termination Event (each as defined in the Interest Rate Cap Agreement), amounts in the Interest Rate Cap Collateral Account shall be withdrawn by the Interest Rate Cap Custodian and applied to the payment of any termination payment due to Party B (as defined in the Interest Rate Cap Agreement) in accordance with the Interest Rate Cap Credit Support Annex. Any excess amounts held in such Interest Rate Cap Collateral Account after payment of all amounts owing to Party B under the Interest Rate Cap Agreement shall be withdrawn from the Interest Rate Cap Collateral Account and paid to the Interest Rate Cap Provider in accordance with the Interest Rate Cap Credit Support Annex.
(b) The Trust Administrator (in its capacity as Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral Account, HSBC Bank USAXxxxx Fargo Bank, National AssociationN.A., as TrusteeSwap Custodian for Xxxxx Fargo Bank, N.A. as Trust Administrator, in trust for the registered holders Certificateholders of Renaissance HEL MASTR Asset Backed Securities Trust 20072006-3 Asset BackedHE4, Mortgage Pass-Through Certificates, Series 20072006-3HE4.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with the Swap Credit Support AnnexAnnex and this Agreement. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be invested at in the direction of the Swap Provider in Eligible Investments in accordance Xxxxx Fargo Advantage Prime Investment Money Market Fund, so long as such fund is a Permitted Investment, and such investment shall comply with the requirements of set forth in the Swap Credit Support Annex. The Trust Administrator shall not be liable for any losses incurred on such investment. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default Default, a Termination Event, or Specified Condition an Additional Termination Event (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Swap Provider, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined amounts in the Swap Credit Support Annex) that are then due, then any collateral posted Collateral Account shall be withdrawn by the Swap Provider in accordance with the Swap Credit Support Annex shall be Custodian and applied to the payment of any Obligations termination payment due to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To Any excess amounts held in such Swap Collateral Account after payment of all amounts owing to Party B under the extent Interest Rate Swap Agreement shall be withdrawn from the Swap Custodian is required to return any of the Posted Collateral Account and paid to the Swap Provider under the terms of the Swap Credit Support Annex, the Swap Custodian shall return such collateral in accordance with the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (MASTR Asset Backed Securities Trust 2006-He4)
Collateral Accounts. The (a) Upon the occurrence of an event by a Swap Provider requiring such party to post collateral as described in the applicable Swap Agreement, the Securities Administrator (in its capacity as shall establish and maintain with itself, on behalf of the Trustee, on behalf of the Supplemental Interest Trust Trustee) is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex Trust, separate, segregated trust accounts (the “Swap CustodianCollateral Accounts”). On or before the Closing Date) titled, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the Certificateholders. The Swap Collateral Account must be an Eligible Account and shall be titled “Swap Collateral AccountXxxxx Fargo Bank, HSBC Bank USA, National Association, N.A. as TrusteeSecurities Administrator, in trust for the registered holders Holders of Renaissance HEL Trust 2007Deutsche Alt-3 Asset Backed-CertificatesA Securities Mortgage Loan Trust, Series 2007-3.2, Mortgage Pass-Through Certificate Swap I Collateral Account” and “Xxxxx Fargo Bank, N.A. as Securities Administrator, in trust for the Holders of Deutsche Alt-A Securities Mortgage Loan Trust, Series 2007-2 Mortgage Pass-Through Certificate Swap II Collateral Account”, respectively. The Swap Custodian Collateral Accounts shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations be Eligible Direct Support Accounts, and funds on deposit therein shall be held separate and apart from, and shall not be commingled with, any other monies, including, without limitation, other monies of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with Securities Administrator held pursuant to this Agreement, .
(b) Funds required to be held pursuant to the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be deposited into the respective Collateral Accounts. Funds posted by any Derivative Provider (or its credit support provider) in the related Collateral Account shall be invested at the direction of the Swap Provider in Eligible Investments as directed by the related Derivative Counterparty (or its credit support provider), and in accordance with the requirements absence of direction, shall remain uninvested. Any interest earnings on such amounts shall be remitted to such Derivative Provider pursuant to the terms of the Swap related Credit Support Annex. All The Securities Administrator shall not be liable for any losses incurred on such investments. On any Distribution Date as to which a shortfall exists with respect to Derivative Payments owed by a Derivative Provider as a result of its failure to make payments pursuant to the related Derivative Agreement, amounts earned on necessary to cover such shortfall shall be removed from the Collateral Account, remitted to the related Derivative Account and distributed as all or a portion of such Derivative Amount pursuant to Section 4.1(a)(vi) and (vii), as applicable. Any amounts on deposit in the Swap Collateral Account Accounts required to be returned to such Derivative Provider (whether cash collateral or securities) shall be for the account of and taxable to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvested. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreementits credit support provider) as a result of any such Event the termination of Default the related Derivative Agreement, (ii) the procurement of a guarantor, (iii) the reinstatement of required ratings or Specified Condition with respect (iv) otherwise pursuant to the Swap Providerrelated Derivative Agreement, and, in either such case, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied released directly to the payment of any Obligations due such Derivative Provider pursuant to Party B (as defined in the Interest Rate Swap Agreement) in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral to the Swap Provider under the terms of the Swap related Credit Support Annex.
(c) Upon the termination of the Trust Fund, any amounts remaining in the Swap Custodian Collateral Accounts shall return such collateral in accordance with be distributed by the Securities Administrator as required pursuant to the terms of the Swap Credit Support Annex.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Deutsche Alt-a Securities Mortgage Loan Trust Series 2007-2)
Collateral Accounts. (A) The Securities Administrator (Supplemental Interest Trust Trustee shall establish and maintain the Swap Collateral Account, a non-interest bearing trust account, in its capacity which collateral received from the Swap Provider pursuant to the Swap Agreement shall be deposited. Funds in the Swap Collateral Account may be invested in Permitted Investments as directed by the Swap Provider in writing to the Supplemental Interest Trust Trustee) is hereby directed to perform . All such investments shall be made in the obligations name of the Custodian as defined under Supplemental Interest Trust Trustee and all income and gain realized from the Swap Credit Support Annex (investment of funds deposited in the “Swap Custodian”). On or before the Closing Date, the Swap Custodian shall establish a Swap Collateral Account. The Swap Collateral Account shall be held in the name of the Swap Custodian in trust for the benefit of the CertificateholdersSwap Provider. The At the time the Swap Collateral Account must be an Eligible Account and shall be titled “Provider directs the Supplemental Interest Trust Trustee to invest funds held in the Swap Collateral Account, HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007-3 Asset Backed-Certificates, Series 2007-3.” The Swap Custodian shall credit to Swap Collateral Account all collateral (whether in the form of cash or securities) posted by the Swap Provider to secure the obligations of the Swap Provider in accordance with the terms of the Interest Rate Swap Agreement. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest agree in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian shall maintain and apply all collateral and earnings thereon on writing to deposit in the Swap Collateral Account the amount of any loss of principal incurred in accordance respect of any investment made with Swap Credit Support Annexfunds in such account immediately upon realization of such loss. Cash collateral posted by In the Swap Provider absence of written instructions and the agreement described in accordance with the Swap Credit Support Annex shall be invested at the direction of the Swap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit preceding sentence, all funds in the Swap Collateral Account (whether cash collateral or securities) shall be for remain uninvested. The Supplemental Interest Trust Trustee shall withdraw from the account of Swap Collateral Account and taxable return to the Swap Provider. If no investment direction is provided, such amounts shall remain uninvestedProvider collateral held in the Swap Collateral Account as provided in the Swap Agreement. Upon the occurrence of an a Swap Agreement Event of Default or Default, Specified Condition (each as defined in the Interest Rate Swap Agreement), with respect to the Swap Provider or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap Agreement) as a result of any such Event of Default or Specified Condition with respect to the Swap Provider, and, in either such caseCondition, unless the Swap Provider has paid in full all of its Obligations (as defined in the Swap Credit Support Annex) obligations that are then due, then any collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex shall be applied to the payment of any Obligations obligations due to Party B (as defined in the Supplemental Interest Rate Swap Agreement) Trust Trustee in accordance with the Swap Credit Support Annex. To the extent the Swap Custodian is required to return any of the Posted Collateral Agreement.
(B) The Supplemental Interest Trust Trustee shall give notice to the Swap Provider under of the terms location of the Swap Credit Support AnnexCollateral Account maintained by it when established and prior to any change thereof.
(C) The Supplemental Interest Trust Trustee shall establish and maintain the Corridor Collateral Account, a non-interest bearing trust account, in which collateral received from the Corridor Provider pursuant to the Corridor Agreement shall be deposited. Funds in the Corridor Collateral Account may be invested in Permitted Investments as directed by the Corridor Provider in writing to the Supplemental Interest Trust Trustee. All such investments shall be made in the name of the Supplemental Interest Trust Trustee and all income and gain realized from the investment of funds deposited in the Corridor Collateral Account shall be for the benefit of the Corridor Provider. At the time the Corridor Provider directs the Supplemental Interest Trust Trustee to invest funds held in the Corridor Collateral Account, the Swap Custodian Corridor Provider shall agree in writing to deposit in the Corridor Collateral Account the amount of any loss of principal incurred in respect of any investment made with funds in such account immediately upon realization of such loss. In the absence of written instructions and the agreement described in the preceding sentence, all funds in the Corridor Collateral Account shall remain uninvested. The Supplemental Interest Trust Trustee shall withdraw from the Corridor Collateral Account and return such to the Corridor Provider collateral held in the Corridor Collateral Account as provided in the Corridor Agreement. Upon the occurrence of a Corridor Agreement Event of Default, Specified Condition or Early Termination Date which results from a Corridor Agreement Event of Default or Specified Condition, unless the Corridor Provider has paid in full all of its obligations that are then due, then any collateral posted by the Corridor Provider shall be applied to the payment of any obligations due to the Supplemental Interest Trust Trustee shall apply any proceeds in respect of collateral held in the Corridor Collateral Account to any amounts payable by the Corridor Provider under in accordance with the terms of the Swap Credit Support AnnexCorridor Agreement.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (RALI Series 2007-Qh7 Trust)
Collateral Accounts. (i) The Securities Administrator (in its capacity Trustee, as Group 1 Supplemental Interest Trust Trustee) Trustee is hereby directed to perform the obligations of the Custodian as defined under the Swap Credit Support Annex One (the “Swap CustodianCustodian One”). On or before the Closing Date, the Swap Custodian One shall establish a Swap Collateral Account. The Swap Collateral Account One. Collateral Account One shall be held in the name of the Swap Custodian One in trust for the benefit of the CertificateholdersHolders of the Class 1-A, Class 1-M and Class 1-B Certificates. The Swap Collateral Account One must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be titled entitled “Swap Collateral AccountImpac Secured Assets Corp., HSBC Bank USA, National Association, as Trustee, in trust for the registered holders of Renaissance HEL Trust 2007Mortgage Pass-3 Asset Backed-Through Certificates, Series 20072006-35, Collateral Account One, Group 1 Supplemental Interest Trust Trustee, as Custodian One for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” The Swap Custodian One shall credit to Swap Collateral Account One all collateral (whether in the form of cash or securities) posted by the Swap Provider Wachovia Bank, N.A. to secure the obligations of the Swap Provider Wachovia Bank, N.A. in accordance with the terms of the Interest Rate Swap AgreementCredit Support Annex One. Except for investment earnings, the Swap Provider shall not have any legal, equitable or beneficial interest in the Swap Collateral Account other than in accordance with this Agreement, the Interest Rate Swap Agreement and applicable law. The Swap Custodian One shall maintain and apply all collateral and earnings thereon on deposit in the Swap Collateral Account One in accordance with Swap Credit Support Annex. Cash collateral posted by the Swap Provider in accordance with the Swap Credit Support Annex One.
A. The Trustee shall not be invested at the direction of the Swap Provider in Eligible Investments in accordance with the requirements of the Swap Credit Support Annex. All amounts earned on amounts on deposit in the Swap Collateral Account (whether cash collateral or securities) shall be liable for the account selection of and taxable to the Swap Provider. If no investments or investment direction is provided, such amounts shall remain uninvestedlosses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Interest Rate Swap Agreement), Group 1 Schedule) with respect to the Swap Provider Wachovia Bank, N.A. or upon occurrence or designation of an Early Termination Date (as defined in the Interest Rate Swap AgreementGroup 1 Schedule) as a result of any such Event of Default or Specified Condition with respect to the Swap ProviderWachovia Bank, N.A., and, in either such case, unless the Swap Provider Wachovia Bank, N.A. has paid in full all of its Obligations (as defined in the Swap Credit Support AnnexAnnex One) that are then due, then any collateral posted by the Swap Provider Wachovia Bank, N.A. in accordance with the Swap Credit Support Annex One, shall be applied by Custodian One to the payment of any Obligations due to Party B (as defined in the Interest Rate Swap AgreementCredit Support Annex One) in accordance with the Swap Credit Support AnnexAnnex One. To Any excess collateral posted by Wachovia Bank, N.A. in accordance with Credit Support Annex One and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account One and paid to Wachovia Bank, N.A. in accordance with Credit Support Annex One.
(ii) The Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed to perform the extent the Swap Custodian is required to return any obligations of the Posted Custodian as defined under Credit Support Annex Two (“Custodian Two”). Custodian Two shall establish Collateral to Account Two. Collateral Account Two shall be held in the Swap Provider under name of Custodian Two in trust for the terms benefit of the Swap Credit Support AnnexHolders of the Class 2-A Certificates. Collateral Account Two must be an Eligible Account segregated from the Certificate Account and any other moneys of the Trustee held pursuant to this Agreement and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Two, Group 2 Supplemental Interest Trust Trustee, as Custodian Two for the Swap benefit of holders of the Class 2-A Certificates.” Custodian Two shall return such credit to Collateral Account Two all collateral (whether in the form of cash or securities) posted by Wachovia Bank, N.A. to secure the obligations of Wachovia Bank, N.A. in accordance with the terms of the Swap Credit Support AnnexAnnex Two. Custodian Two shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account Two in accordance with Credit Support Annex Two.
A. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 2 Schedule) with respect to Wachovia Bank, N.A. or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Schedule) as a result of any such Event of Default or Specified Condition with respect to Wachovia Bank, N.A., and, in either such case, unless Wachovia Bank, N.A. has paid in full all of its Obligations (as defined in Credit Support Annex Two) that are then due, then any collateral posted by Wachovia Bank, N.A. in accordance with Credit Support Annex Two, shall be applied by Custodian Two to the payment of any Obligations due to Party B (as defined in Credit Support Annex Two) in accordance with Credit Support Annex Two. Any excess collateral posted by Wachovia Bank, N.A. in accordance with Credit Support Annex Two and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account Two and paid to Wachovia Bank, N.A. in accordance with Credit Support Annex Two.
(iii) The Trustee, as Group 1 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under Credit Support Annex Three (“Custodian Three”). Custodian Three shall establish Collateral Account Three. Collateral Account Three shall be held in the name of Custodian Three in trust for the benefit of the Holders of the Class 1-A, Class 1-M and Class 1-B Certificates. Collateral Account Three must be an Eligible Account and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Three, Group 1 Supplemental Interest Trust Trustee, as Custodian Three for the benefit of holders of the Class 1-A, Class 1-M and Class 1-B Certificates.” Custodian Three shall credit to Collateral Account Three all collateral (whether in the form of cash or securities) posted by Bank of America, N.A. to secure the obligations of Bank of America, N.A. in accordance with the terms of Credit Support Annex Three. Except for investment earnings, Bank of America, N.A. shall not have any legal, equitable or beneficial interest in Collateral Account Three other than in accordance with this Agreement, Credit Support Annex Three and applicable law. Custodian Three shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account Three in accordance with Credit Support Annex Three. Cash collateral posted by Bank of America, N.A. in accordance with Credit Support Annex Three shall be invested at the written direction of Bank of America, N.A. in Permitted Investments in accordance with the requirements of Credit Support Annex Three. All amounts earned on amounts on deposit in Collateral Account Three (whether cash collateral or securities) shall be for the account of and taxable to Bank of America, N.A. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 1 Cap Contract with Bank of America, N.A.) with respect to Bank of America, N.A. or upon occurrence or designation of an Early Termination Date (as defined in the Group 1 Cap Contract with Bank of America, N.A.) as a result of any such Event of Default or Specified Condition with respect to Bank of America, N.A., and, in either such case, unless Bank of America, N.A. has paid in full all of its Obligations (as defined in Credit Support Annex Three) that are then due, then any collateral posted by Bank of America, N.A. in accordance with Credit Support Annex Three, shall be applied by Custodian Three to the payment of any Obligations due to Party B (as defined in Credit Support Annex Three) in accordance with Credit Support Annex Three. Any excess collateral posted by Bank of America, N.A. in accordance with Credit Support Annex Three and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account Three and paid to Bank of America, N.A. in accordance with Credit Support Annex Three.
(iv) The Trustee, as Group 2 Supplemental Interest Trust Trustee is hereby directed to perform the obligations of the Custodian as defined under Credit Support Annex Four (“Custodian Four”). Custodian Four shall establish Collateral Account Four. Collateral Account Four shall be held in the name of Custodian Four in trust for the benefit of the Holders of the Class 2-A Certificates. Collateral Account Four must be an Eligible Account and shall be entitled “Impac Secured Assets Corp., Mortgage Pass-Through Certificates, Series 2006-5, Collateral Account Four, Group 2 Supplemental Interest Trust Trustee, as Custodian Four for the benefit of holders of the Class 2-A Certificates.” Custodian Four shall credit to Collateral Account Four all collateral (whether in the form of cash or securities) posted by Bear Sxxxxxx Financial Products Inc. to secure the obligations of Bear Sxxxxxx Financial Products Inc. in accordance with the terms of Credit Support Annex Four. Except for investment earnings, Bear Sxxxxxx Financial Products Inc. shall not have any legal, equitable or beneficial interest in Collateral Account Four other than in accordance with this Agreement, Credit Support Annex Four and applicable law. Custodian Four shall maintain and apply all collateral and earnings thereon on deposit in Collateral Account Four in accordance with Credit Support Annex Four. Cash collateral posted by Bear Sxxxxxx Financial Products Inc. in accordance with Credit Support Annex Four shall be invested at the written direction of Bear Sxxxxxx Financial Products Inc. in Permitted Investments in accordance with the requirements of Credit Support Annex Four. All amounts earned on amounts on deposit in Collateral Account Four (whether cash collateral or securities) shall be for the account of and taxable to Bear Sxxxxxx Financial Products Inc. The Trustee shall not be liable for the selection of investments or investment losses incurred thereon. Upon the occurrence of an Event of Default or Specified Condition (each as defined in the Group 2 Cap Contract with Bear Sxxxxxx Financial Products Inc.) with respect to Bear Sxxxxxx Financial Products Inc. or upon occurrence or designation of an Early Termination Date (as defined in the Group 2 Cap Contract with Bear Sxxxxxx Financial Products Inc.) as a result of any such Event of Default or Specified Condition with respect to Bear Sxxxxxx Financial Products Inc., and, in either such case, unless Bear Sxxxxxx Financial Products Inc. has paid in full all of its Obligations (as defined in Credit Support Annex Three) that are then due, then any collateral posted by Bear Sxxxxxx Financial Products Inc. in accordance with Credit Support Annex Four, shall be applied by Custodian Four to the payment of any Obligations due to Party B (as defined in Credit Support Annex Four) in accordance with Credit Support Annex Four. Any excess collateral posted by Bear Sxxxxxx Financial Products Inc. in accordance with Credit Support Annex Four and remaining after payment of all amounts owing to Party B shall be withdrawn from Collateral Account Four and paid to Bear Sxxxxxx Financial Products Inc. in accordance with Credit Support Annex Four.
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