Common use of Establishment of Cash Collateral Account Clause in Contracts

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 1996-R Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 1996-R Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1996-R Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 1996-R Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 1996-R Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1996-R Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller -------------------------------- hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 19961997-R T Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 19961997-R T Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19961997-R T Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 19961997-R T Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 19961997-R T Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19961997-R T Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 6,857,143 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 1996-R 1998- Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 1996-R 1998- Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1996-R 1998- Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 1996-R 1998- Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 1996-R 1998- Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1996-R 1998- Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 ________ in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 19961999-R Y Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 19961999-R Y Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19961999-R Y Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 19961999-R Y Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 19961999-R Y Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19961999-R Y Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 6,285,715 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- ----------------------------------------- directs the Trustee, for the benefit of the Series 1996-R Q Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 1996-R Q Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein there in are held for the benefit of the Series 1996-R CertificateholdersQ Certifi- cateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 1996-R 1996- Q Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 1996-R Q Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1996-R Q Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 10,285,714 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 19961998-R V Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 19961998-R V Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19961998-R V Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 19961998-R V Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 19961998-R V Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19961998-R V Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 11,428,572 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 19961997-R U Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 19961997-R U Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19961997-R U Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 19961997-R U Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 19961997-R U Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19961997-R U Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 1996-R S Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 1996-R S Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 1996-R S Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 1996-R S Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 1996-R S Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 1996-R S Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 8,000,000 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.

Establishment of Cash Collateral Account. The Seller hereby ---------------------------------------- directs the Trustee, for the benefit of the Series 19961999-R X Certificateholders, to establish and maintain or cause to be established and maintained in the name of the Trustee, on behalf of the Series 19961999-R X Certificateholders, with an Eligible Institution (which initially shall be FNBC) a segregated trust account (the "Cash Collateral Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Series 19961999-R X Certificateholders. The Seller does hereby transfer, assign, set over and otherwise convey to the Trustee for the benefit of the Series 19961999-R X Certificateholders, without recourse, all of its right, title and interest in, to and under the Cash Collateral Account, any Eligible Investments on deposit therein and any proceeds of the foregoing. The Seller, to the extent of any interest it may have in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and the proceeds thereof, hereby grants a security interest in the Cash Collateral Account, Eligible Investments or other amounts on deposit therein and proceeds thereof to the Trustee for the benefit of the Series 19961999-R X Certificateholders, and the parties intend that the grant contained in this subsection 4.11(a) constitute a security agreement under the UCC to secure the obligations of the Seller and the Trustee herein. The Trustee shall possess all right, title and interest in all Eligible Investments or other amounts on deposit from time to time in the Cash Collateral Account and in all proceeds thereof. The Cash Collateral Account shall be under the sole dominion and control of the Trustee for the benefit of the Series 19961999-R X Certificateholders. If, at any time, the institution holding the Cash Collateral Account ceases to be an Eligible Institution, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or within 5 Business Days if such institution is an Affiliate of First Chicago) establish a new Cash Collateral Account meeting the conditions specified above with an Eligible Institution, transfer any cash and/or any Eligible Investments or other amounts on deposit in the Cash Collateral Account to such new Cash Collateral Account and from the date such new Cash Collateral Account is established, it shall be the "Cash Collateral Account." The Seller hereby directs the Trustee (or the Servicer on the Trustee's behalf) to deposit $4,571,429 8,571,429 in the Cash Collateral Account on the Closing Date, and the Trustee hereby acknowledges receipt of such deposit from the Seller. Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to instruct the Trustee to make withdrawals and payments from the Cash Collateral Account for the purposes of carrying out the Servicer's and the Trustee's duties hereunder and under the Loan Agreement. Withdrawals from the Cash Collateral Account shall be made only as provided herein.