Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, financial assets, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 10.01 or 12.02) shall at the written direction of the Servicer (or its agent appointed as provided below) be invested by the Trustee in Eligible Investments selected by the Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding Account.” Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct the

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, financial assets, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.01, 10.01 or 12.02) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Special Funding Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their termsInvestment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct ~~the~~the Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, (i) if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement to the extent that doing so would not cause the Transferor Amount to be less than the Required Transferor Amount and (ii) if, at any time, the Transferors determine that, by decreasing the amount on deposit in the Special Funding Account, any Series then outstanding which is issued pursuant to a Supplement which permits partial amortization as provided in this Section 4.02 may be prevented from experiencing a Pay-Out Event based upon insufficiency of yield, the Servicer shall on the next succeeding Distribution Date instruct the Trustee in writing to apply funds on deposit in the Special Funding Account as "Partial Amortization SFA Amounts" to such Series to reduce the Invested Amount thereof (or, if more than one such Series, to each such Series on a pro rata basis according to the Invested Amounts of such Series) in an amount such that the Special Funding Account is reduced to an amount that, based on the then current investment yield, (i) would not cause a yield insufficiency Pay-Out Event to occur for any Series that is then outstanding and (ii) would not cause the Transferor Amount to be less than the Required Transferor Amount. In addition, the Servicer shall instruct the Trustee in writing to apply funds on deposit in the Special Funding Account to each such Series on such pro rata basis as Partial Amortization SFA Amounts on any Distribution Date to the extent (subject to the limitations specified in the preceding sentence) the Transferors so determine in written instructions provided to the Servicer on or prior to the Determination Date preceding such Distribution Date.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Credit Account Master Trust)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, financial assets, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 10.01 or 12.02) ~~shall~~ shall, at the written direction of the Servicer (or its agent appointed as provided below) provided to the Trustee not later than 10:30 A.M. New York City time on the date such funds are to be invested, be invested by the Trustee in Eligible Investments selected by the Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding Account.” Funds on deposit in the Special Funding Account ~~shall~~ shall, at the written direction of the Servicer (or its agent appointed as provided below) provided to the Trustee not later than 10:30 A.M. New York City time on the date such funds are to be invested, be invested by the Trustee in Eligible Investments selected by the ~~Servicer~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct ~~the~~the Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, (i) if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Credit Account Master Trust)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the ~~Certificateholders~~Securityholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Certificateholders~~ Securityholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the ~~Certificateholders~~Securityholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Certificateholders~~Securityholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any ~~Certificateholder~~ Securityholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall provide written notice thereof to the Rating Agency, and the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which ~~each~~ the Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, ~~investment property, financial assets~~securities, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection ~~3.01(b~~3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections ~~2.06~~2.6, ~~10.01~~ 9.1, 10.1 or ~~12.02~~12.2) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the ~~Certificateholders pursuant to Section 4.07~~Securityholders. ~~Subject to~~ The Trustee shall maintain for the ~~first sentence~~ benefit of ~~this paragraph~~the Securityholders possession of the instruments, ~~investments~~ documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on ~~the next~~ each monthly Transfer Date following such Monthly ~~Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date~~Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables with respect to the ~~Transferors~~last day of the related Monthly Period, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section ~~4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf~~ 4.2 nor for the selection of Eligible Investments in accordance with the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf provisions of ~~the Servicer~~this Agreement. The Servicer, for the benefit of the ~~Certificateholders~~Securityholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Certificateholders~~ Securityholders (the “"Special Funding Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, ~~investment property, financial assets~~securities, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, ~~dividends~~ dividends, distributions, earnings, income and revenue thereof for the benefit of the ~~Certificateholders~~Securityholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Certificateholders~~Securityholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any ~~Certificateholder~~ Securityholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which ~~each~~ the Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer (who may be directed by the Transferor, at its option) be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Trustee for the benefit of the ~~Certificateholders pursuant to Section 4.07~~Securityholders. ~~Subject to~~ The Trustee shall maintain for the ~~first sentence~~ benefit of ~~this paragraph~~the Securityholders possession of the instruments, ~~funds~~ documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. Funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on no later than the next ~~Distribution Date~~succeeding Business Day. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer (who may be directed by the Transferor, at its option) or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their termsInvestment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and shall instruct the ~~Transferors may instruct the~~Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Securities; provided, however, that, if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.4 and the terms of each Supplement. Section 4.3

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, financial assets, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.01, 10.01 or 12.02) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer ~~(or its agent appointed as provided below)~~ shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s 's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Special Funding Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s 's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct ~~the~~the Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, (i) if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement to the extent that doing so would not cause the Transferor Amount to be less than the Required Transferor Amount and (ii) if, at any time, the Transferors determine that, by decreasing the amount on deposit in the Special Funding Account, any Series then outstanding which is issued pursuant to a Supplement which permits partial amortization as provided in this Section 4.02 may be prevented from experiencing a Pay-Out Event based upon insufficiency of yield, the Servicer shall on the next succeeding Distribution Date instruct the Trustee in writing to apply funds on deposit in the Special Funding Account as "Partial Amortization SFA Amounts" to such Series to reduce the Invested Amount thereof (or, if more than one such Series, to each such Series on a pro rata basis according to the Invested Amounts of such Series) in an amount such that the Special Funding Account is reduced to an amount that, based on the then current investment yield, (i) would not cause a yield insufficiency Pay-Out Event to occur for any Series that is then outstanding and (ii) would not cause the Transferor Amount to be less than the Required Transferor Amount. In addition, the Servicer shall instruct the Trustee in writing to apply funds on deposit in the Special Funding Account to each such Series on such pro rata basis as Partial Amortization SFA Amounts on any Distribution Date to the extent (subject to the limitations specified in the preceding sentence) the Transferors so determine in written instructions provided to the Servicer on or prior to the Determination Date preceding such Distribution Date.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the ~~Certificateholders~~Securityholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Certificateholders~~ Securityholders (the “"Collection Account”"). The Collection Account shall initially be established with Xxxxxx. The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the ~~Certificateholders~~Securityholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Certificateholders~~Securityholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any ~~Certificateholder~~ Securityholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall provide written notice thereof to the Rating Agency, and the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which ~~each~~ the Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, ~~investment property, financial assets~~securities, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection ~~3.01(b~~3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections ~~2.06~~2.6, ~~10.01~~ 9.1, 10.1 or ~~12.02~~12.2) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the ~~Certificateholders pursuant to Section 4.07~~Securityholders. ~~Subject to~~ The Trustee shall maintain for the ~~first sentence~~ benefit of ~~this paragraph~~the Securityholders possession of the instruments, ~~investments~~ documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on ~~the next~~ each monthly Transfer Date following such Monthly ~~Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date~~Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables with respect to the ~~Transferors~~last day of the related Monthly Period, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section ~~4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf~~ 4.2 nor for the selection of Eligible Investments in accordance with the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf provisions of ~~the Servicer~~this Agreement. The Servicer, for the benefit of the ~~Certificateholders~~Securityholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the ~~Certificateholders~~ Securityholders (the “"Special Funding Account”"). The Special Funding Account shall initially be established with Xxxxxx. The Trustee shall possess all right, title and interest in all monies, instruments, ~~investment property, financial assets~~securities, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, ~~dividends~~ dividends, distributions, earnings, income and revenue thereof for the benefit of the ~~Certificateholders~~Securityholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the ~~Certificateholders~~Securityholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any ~~Certificateholder~~ Securityholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which ~~each~~ the Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct the"

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Partners First Credit Card Master Trust)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the ~~“Collection Account”~~"COLLECTION ACCOUNT"). The Trustee shall possess all right, title and interest in all ~~monies, instruments, securities, documents, certificates of deposit~~ funds and other property on deposit from time to time in the Collection Account and in all ~~proceeds, earnings, income, revenue, dividends and distributions~~ proceeds thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of ~~setoff~~ set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. ~~If,~~ If at any ~~time,~~ time the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any ~~monies, documents, instruments, investment property, financial assets, certificates of deposit and other property~~ cash or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.~~” Pursuant to~~ " Unless otherwise agreed by each Rating Agency, if at anytime neither National City nor any Affiliate of National City is the ~~authority granted to the Servicer in subsection 3.01(b)~~Servicer, ~~the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from~~ the Collection Account ~~and to instruct the Trustee to make withdrawals and payments~~ will be moved from the Collection Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit DateNational City, ~~but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount~~if then maintained there. Funds on deposit in the Collection Account (other than ~~investment earnings and~~ amounts deposited pursuant to ~~Sections~~ Section 2.06, 9.02, 10.01 or 12.02) ~~shall~~ shall, at the written direction of the ~~Servicer (or its agent appointed as provided below) be invested by the Trustee in Eligible Investments selected by the Servicer (or its agent appointed as provided below); provided~~Servicer, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the 's name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding Account.” Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account~~ . The Trustee shall ~~remain uninvested. All such Eligible Investments shall be held by the Trustee~~ hold for the benefit of the Certificateholders ~~pursuant to Section 4.07. Subject to~~ such of the ~~first sentence~~ Eligible Investments as consists of ~~this paragraph~~instruments, ~~funds on~~ deposit accounts, negotiable documents, money, goods, letters of credit, and advices of credit in the ~~Special Funding Account on any Distribution Date will be invested in~~ State of New York. The Trustee shall hold for the benefit of the Certificateholders such of the Eligible Investments ~~that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment~~ as constitutes investment property through a securities intermediary, which securities intermediary shall ~~be disposed of prior to its maturity; provided, however, that~~ agree with the Trustee that (a) such investment property shall ~~sell, liquidate or dispose~~ at all times be credited to a securities account of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, ~~in its commercial capacity~~(b) such securities intermediary shall treat the Trustee as entitled to exercise the rights that comprise each financial asset credited to such securities account, ~~in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect~~ (c) all property credited to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account such securities account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Perioda financial asset, ~~the Servicer shall determine the amount~~ (~~if any~~d) ~~by which the Transferor Amount exceeds the Required Transferor Amount on~~ such ~~date and the Transferors may instruct the~~securities intermediary shall

Appears in 1 contract

Samples: Pooling and Servicing Agreement (National City Credit Card Master Trust)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the ~~Certificateholders~~Noteholders, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Trust, ~~an Eligible Deposit Account~~ one or more Qualified Accounts (including any subaccount thereof) bearing a designation clearly indicating that the funds ~~deposited therein~~ and other property credited thereto are held for the benefit of the ~~Certificateholders~~ Noteholders (collectively, the “"Collection Account”"). The Indenture Trustee shall possess all right, title and interest in all monies, instruments, ~~securities~~investment property, documents, certificates of deposit and other property ~~on deposit~~ credited from time to time in to the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the ~~Certificateholders~~Noteholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Certificateholders~~Noteholders. Except as expressly provided in this Indenture and the Transfer and Servicing Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Indenture Trustee, the Trust, any ~~Certificateholder~~ Noteholder or any Series Enhancer. If, at any time, the Collection Account ceases to be ~~an Eligible Deposit~~ a Qualified Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, ~~financial assets,~~ certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” ". Pursuant to the authority granted to the Servicer in ~~subsection~~ Section 3.01(b)) of the Transfer and Servicing Agreement, the Servicer shall have the power, revocable by the Indenture Trustee, to ~~make withdrawals and payments from the Collection Account and to~~ instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Indenture Trustee’s 's duties ~~hereunder~~hereunder and under the Transfer and Servicing Agreement, as applicable. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor ~~Amount~~ Interest to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 10.01 or 12.02) shall at the written direction of the Servicer (or its agent appointed as provided below) be invested by the Trustee in Eligible Investments selected by the Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding AccountInterest.” Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct the

Appears in 1 contract

Samples: Master Indenture (Nordstrom Credit Inc)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the ~~Certificateholders~~Noteholders, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Trust, ~~an Eligible Deposit Account~~ one or more Qualified Accounts (including any subaccount thereof) bearing a designation clearly indicating that the funds ~~deposited therein~~ and other property credited thereto are held for the benefit of the ~~Certificateholders~~ Noteholders (collectively, the “"Collection Account”"). The Indenture Trustee shall possess all right, title and interest in all monies, instruments, ~~securities~~investment property, documents, certificates of deposit and other property ~~on deposit~~ credited from time to time in to the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the ~~Certificateholders~~Noteholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Certificateholders~~Noteholders. Except as expressly provided in this Indenture and the Transfer and Servicing Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Indenture Trustee, the Trust, any ~~Certificateholder~~ Noteholder or any Series Enhancer. If, at any time, the Collection Account ceases to be ~~an Eligible Deposit~~ a Qualified Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, ~~financial assets,~~ certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” ". Pursuant to the authority granted to the Servicer in ~~subsection~~ Section 3.01(b)) of the Transfer and Servicing Agreement, the Servicer shall have the power, revocable by the Indenture Trustee, to ~~make withdrawals and payments from the Collection Account and to~~ instruct the Indenture Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Indenture Trustee’s 's duties ~~hereunder~~hereunder and under the Transfer and Servicing Agreement, as applicable. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor ~~Amount~~ Interest to an amount less than the Required Transferor ~~Amount~~Interest. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to ~~Sections~~ Section 2.06, ~~10.01~~ 6.01 or ~~12.02~~7.01 of the Transfer and Servicing Agreement or Section 11.02 of this Indenture) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Indenture Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the ~~Certificateholders~~ Noteholders pursuant to Section ~~4.07~~6.15. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on ~~the next~~ each monthly Transfer Date following such Monthly ~~Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date~~Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment~~; provided further, however,~~ . In the event that the ~~Servicer (or its agent appointed as provided below) shall deliver prompt~~ Indenture Trustee does not receive written ~~notice to~~ direction from the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below)Servicer, funds ~~deposited~~ on deposit in the Collection Account on shall be deposited by the Indenture Trustee in money market funds having at the time of the Trust's investment therein, a ~~Transfer Date with respect to~~ rating in the ~~immediately succeeding Distribution Date are not required to be invested overnight~~highest rating category of each Rating Agency (including funds for which the Indenture Trustee or any of its Affiliates is an investment manager or advisor). On each ~~Distribution~~ Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the ~~Transferors~~Transferor, except as otherwise specified in any Indenture Supplement. The Indenture Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section ~~4.02. The Servicer may appoint~~ nor for the selection of Eligible Investments in accordance with the provisions of this Indenture and any Indenture Supplement (other than Eligible Investments on which the institution acting as ~~its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the~~ Indenture Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Serviceris an obligor). The Servicer, for the benefit of the ~~Certificateholders~~Noteholders, shall establish and maintain with the Indenture Trustee or its nominee in the name of the Indenture Trustee, on behalf of the Trust, ~~an Eligible Deposit~~ a Qualified Account (including any subaccounts thereof) bearing a designation clearly indicating that the funds ~~deposited therein~~ and other property credited thereto are held for the benefit of the ~~Certificateholders~~ Noteholders (the “"Special Funding Account”"). The Indenture Trustee shall possess all right, title and interest in all monies, instruments, investment property, ~~financial assets,~~ documents, certificates of deposit and other property ~~on deposit~~ credited from time to time in to the Special Funding Account and in all proceeds, ~~dividends~~ dividends, distributions, earnings, income and revenue thereof for the benefit of the ~~Certificateholders~~Noteholders. The Special Funding Account shall be under the sole dominion and control of the Indenture Trustee for the benefit of the ~~Certificateholders~~Noteholders. Except as expressly provided in this Indenture and the Transfer and Servicing Agreement, the Servicer ~~agrees that it~~ shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds and other property held in the Special Funding Account for any amount owed to it by the Indenture Trustee, the Trust, any ~~Certificateholder~~ Noteholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be ~~an Eligible Deposit~~ a Qualified Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, ~~securities~~investment property, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Indenture Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the ~~Certificateholders~~ Noteholders pursuant to Section ~~4.07~~6.15. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any ~~Distribution~~ Payment Date will be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the ~~next Distribution Date~~Transfer Date immediately following such Monthly Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Indenture Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible ~~Investment and~~ Investment. In the ~~Servicer has delivered written notice to the Trustee of such default; provided further, however,~~ event that the ~~Servicer shall deliver prompt~~ Indenture Trustee does not receive written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting direction from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds ~~deposited~~ on deposit in the Special Funding Account on shall be deposited by the Indenture Trustee in money market funds having at the time of the Trust's investment therein, a ~~Transfer Date with respect to~~ rating in the ~~immediately succeeding Distribution Date are not required to be invested overnight~~highest rating category of each Rating Agency (including funds for which the Indenture Trustee or any of its Affiliates is an investment manager or advisor). On each ~~Distribution~~ Payment Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Indenture Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor ~~Amount~~ Interest exceeds the Required Transferor ~~Amount~~ Interest on such date and shall instruct the ~~Transferors may instruct the~~Indenture Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 8.05 and the terms of each Indenture Supplement.

Appears in 1 contract

Samples: Note Purchase Agreement (Bon Ton Stores Inc)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Collection Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in and to all ~~monies, instruments, securities, documents, certificates of deposit and other property~~ funds on deposit from time to time in the Collection Account and in all ~~proceeds, earnings, income, revenue, dividends and distributions~~ proceeds thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of ~~setoff~~ set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any ~~Series Enhancer~~Enhancement Provider. ~~If,~~ If at any ~~time,~~ time the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any ~~monies, documents, instruments, investment property, financial assets, certificates of deposit and other property~~ cash or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than ~~investment earnings and~~ amounts deposited pursuant to ~~Sections 2.06~~Section 2.6, ~~10.01~~ 10.1 or ~~12.02~~12.2) shall at the ~~written~~ direction of the Servicer (or ~~its agent appointed as provided below)~~ the Transferor be invested by the Trustee in Eligible Investments selected by the Servicer (or ~~its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in~~ the ~~Collection Account shall remain uninvested~~Transferor. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the negotiable instruments or certificated securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will ~~mature~~ convert or be convertible into cash so that ~~such~~ all funds will be available ~~no later than~~ at the close of business on the ~~next~~ Transfer Date following such Monthly ~~Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date~~Period. No ~~such~~ Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables with respect to the ~~Transferors~~last day of the related Monthly Period, except as otherwise specified in any Supplement. ~~The Trustee shall bear no responsibility~~ For purposes of determining the availability of funds or ~~liability~~ the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses ~~resulting from investment or reinvestment of any~~ on such funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds shall be deemed not to be ~~invested and reinvested in one~~ available or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on ~~behalf of the Servicer~~deposit. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Special Funding Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in and to all ~~monies, instruments, investment property, financial assets, documents, certificates of deposit and other property~~ funds on deposit from time to time in the Special Funding Account and in all ~~proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders~~proceeds thereof. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of ~~setoff~~ set-off or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any ~~Series Enhancer~~Enhancement Provider. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any ~~monies, documents, instruments, securities, certificates of deposit and other property~~ cash or any investments to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding Account.” Funds on deposit in the Special Funding Account shall at the ~~written~~ direction of the Servicer or the Transferor be invested by the Trustee in Eligible Investments selected by the ~~Servicer; provided, however, that if no such written direction is provided, funds on deposit in~~ Servicer or the ~~Special Funding Account shall remain uninvested~~Transferor. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the negotiable instruments or certificated securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any ~~Distribution Date~~ day will be invested in Eligible Investments that will ~~mature~~ convert or be convertible into cash so that ~~such~~ all funds will be available at the close of business on the next ~~Distribution Date~~Business Day. No ~~such~~ Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default ~~occurs~~ occurs, in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their termsInvestment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the ~~immediately succeeding~~ next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. ~~On each Business Day on which~~ Unless otherwise directed by the Servicer, funds ~~are~~ on deposit in the Special Funding Account will be withdrawn and paid to the Holder of the Transferor Certificate or such other Person as may be specified in a Supplement on any Business Day to the extent that the Transferor Amount (excluding the interest represented by any Supplemental Certificate) would otherwise exceed the Required Retained Transferor Amount on such date. On any Transfer Date on which no one or more Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the aggregate amounts of Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Supplement with respect to each such Series), and the Servicer shall instruct the Trustee to withdraw such amount (~~if any~~up to the amount on deposit in the Special Funding Account) ~~by which~~ on the succeeding Distribution Date and allocate such amount among each such Series as specified in each related Supplement; provided, however, that funds shall only be withdrawn from the Special Funding Account for allocation to cover such Principal Shortfalls if, and to the extent, that such allocation will not result in the reduction of the Transferor Amount ~~exceeds~~ (excluding the interest represented by any Supplemental Certificate) to an amount below the Required Retained Transferor ~~Amount~~ Amount. For purposes of determining the availability of funds or the balances in the Special Funding Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such ~~date and the Transferors may instruct the~~funds shall be deemed not to be available or on deposit.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Target Corp)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, ~~investment property, financial assets~~securities, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.01, 10.01 or 12.02) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the instruments, documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on ~~the next~~ each monthly Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on ~~such~~ the following Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables allocable to each Series in proportion to the ~~Transferors~~funds such Series has on deposit in the Collection Account for such Distribution Date, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section ~~4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf~~ 4.02 nor for the selection of Eligible Investments in accordance with the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf provisions of ~~the Servicer~~this Agreement. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Special Funding Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, ~~investment property, financial assets~~securities, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the instruments, documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the ~~next Distribution Date~~Transfer Date following such Monthly Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their termsInvestment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and shall instruct the ~~Transferors may instruct the~~Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (At&t Universal Funding Corp)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Servicer shall provide written notice thereof to the Rating Agency, and the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which ~~each~~ the Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, ~~investment property, financial assets~~securities, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection ~~3.01(b~~3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections ~~2.06~~2.6, ~~10.01~~ 9.1, 10.1 or ~~12.02~~12.2) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the instruments, documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on ~~the next~~ each monthly Transfer Date following such Monthly ~~Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date~~Period. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables with respect to the ~~Transferors~~last day of the related Monthly Period, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section ~~4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf~~ 4.2 nor for the selection of Eligible Investments in accordance with the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf provisions of ~~the Servicer~~this Agreement. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Special Funding Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, ~~investment property, financial assets~~securities, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, ~~dividends~~ dividends, distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which ~~each~~ the Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer (who may be directed by the Transferor, at its option) be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the instruments, documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on no later than the next ~~Distribution Date~~succeeding Business Day. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer (who may be directed by the Transferor, at its option) or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their termsInvestment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and shall instruct the ~~Transferors may instruct the~~Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.4 and the terms of each Supplement. Section 4.3

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, ~~investment property, financial assets~~securities, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection ~~3.01(b~~3.1(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a the Transferor on any Deposit Date to the extent ~~that such~~ the Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections ~~2.06~~2.6, ~~10.01~~ 9.1, 10.1 or ~~12.02~~12.2) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the instruments, documents, certificates of deposit or securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on ~~the next~~ each monthly Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on ~~such~~ the following Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of any such Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the ~~Transferors~~Transferor, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, 4.2 nor for the ~~benefit~~ selection of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding Account.” Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with ~~their terms. Unless directed by~~ the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net provisions of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct thethis Agreement.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Partners First Receivables Funding Corp)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Collection Account”). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, financial assets, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “Collection Account.” Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 10.01 or 12.02) ~~shall~~ shall, at the written direction of the Servicer (or its agent appointed as provided below) ~~be invested by the Trustee in Eligible Investments selected by the Servicer (or its agent appointed as~~ provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee ~~of any such default; and provided further that, subject to Section 11.01, the Trustee will~~ not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “Special Funding Account”). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “Special Funding Account.” Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. Subject to the first sentence of this paragraph, funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct thelater than 10:30

Appears in 1 contract

Samples: Pooling and Servicing Agreement

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Collection Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in and to all ~~monies, instruments, securities, documents, certificates of deposit and other property~~ funds on deposit from time to time in the Collection Account and in all ~~proceeds, earnings, income, revenue, dividends and distributions~~ proceeds thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of ~~setoff~~ set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any ~~Series Enhancer~~Enhancement Provider. ~~If,~~ If at any ~~time,~~ time the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any ~~monies, documents, instruments, investment property, financial assets, certificates of deposit and other property~~ cash or any investments to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s or the Trustee’s duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. " Funds on deposit in the Collection Account (other than ~~investment earnings and~~ amounts deposited pursuant to ~~Sections 2.06~~Section 2.6, ~~10.01~~ 10.1 or ~~12.02~~12.2) shall at the ~~written~~ direction of the Servicer (or ~~its agent appointed as provided below)~~ the Transferor be invested by the Trustee in Eligible Investments selected by the Servicer (or ~~its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in~~ the ~~Collection Account shall remain uninvested~~Transferor. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the negotiable instruments or certificated securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will ~~mature~~ convert or be convertible into cash so that ~~such~~ all funds will be available ~~no later than~~ at the close of business on the ~~next~~ Transfer Date following such Monthly ~~Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date~~Period. No ~~such~~ Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer (or its agent appointed as provided below) shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer (or its agent appointed as provided below), funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be ~~paid~~ treated as Collections of Finance Charge Receivables with respect to the ~~Transferors~~last day of the related Monthly Period, except as otherwise specified in any Supplement. ~~The Trustee shall bear no responsibility~~ For purposes of determining the availability of funds or ~~liability~~ the balances in the Collection Account for any reason under this Agreement, all investment earnings net of investment expenses and losses ~~resulting from investment or reinvestment of any~~ on such funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds shall be deemed not to be ~~invested and reinvested in one~~ available or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on ~~behalf of the Servicer~~deposit. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Special Funding Account”"). The Special Funding Account shall initially be established with the Trustee. The Trustee shall possess all right, title and interest in and to all ~~monies, instruments, investment property, financial assets, documents, certificates of deposit and other property~~ funds on deposit from time to time in the Special Funding Account and in all ~~proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders~~proceeds thereof. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of ~~setoff~~ set-off or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any ~~Series Enhancer~~Enhancement Provider. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any ~~monies, documents, instruments, securities, certificates of deposit and other property~~ cash or any investments to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the ~~written~~ direction of the Servicer or the Transferor be invested by the Trustee in Eligible Investments selected by the ~~Servicer; provided, however, that if no such written direction is provided, funds on deposit in~~ Servicer or the ~~Special Funding Account shall remain uninvested~~Transferor. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders. The Trustee shall maintain for the benefit of the Certificateholders ~~pursuant to Section 4.07~~possession of the negotiable instruments or certificated securities, if any, evidencing such Eligible Investments. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any ~~Distribution Date~~ day will be invested in Eligible Investments that will ~~mature~~ convert or be convertible into cash so that ~~such~~ all funds will be available at the close of business on the next ~~Distribution Date~~Business Day. No ~~such~~ Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee ~~shall~~ may sell, liquidate or dispose of ~~any such~~ an Eligible Investment before its maturity, at the written direction of the Servicer, if such sale, liquidation or disposal would not result in a loss of all or part of the principal portion of such Eligible Investment or if, prior to the maturity of such Eligible Investment, a default ~~occurs~~ occurs, in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their termsInvestment. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the ~~immediately succeeding~~ next following Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. ~~On each Business Day on which~~ Unless otherwise directed by the Servicer, funds ~~are~~ on deposit in the Special Funding Account will be withdrawn and paid to the Holder of the Transferor Certificate or such other Person as may be specified in a Supplement on any Business Day to the extent that the Transferor Amount (excluding the interest represented by any Supplemental Certificate) would otherwise exceed the Required Retained Transferor Amount on such date. On any Transfer Date on which no one or more Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the aggregate amounts of Principal Shortfalls, if any, with respect to each such Series that is a Principal Sharing Series (after giving effect to the allocation and payment provisions in the Supplement with respect to each such Series), and the Servicer shall instruct the Trustee to withdraw such amount (~~if any~~up to the amount on deposit in the Special Funding Account) ~~by which~~ on the succeeding Distribution Date and allocate such amount among each such Series as specified in each related Supplement; provided, however, that funds shall only be withdrawn from the Special Funding Account for allocation to cover such Principal Shortfalls if, and to the extent, that such allocation will not result in the reduction of the Transferor Amount ~~exceeds~~ (excluding the interest represented by any Supplemental Certificate) to an amount below the Required Retained Transferor ~~Amount~~ Amount. For purposes of determining the availability of funds or the balances in the Special Funding Account for any reason under this Agreement, all investment earnings net of investment expenses and losses on such ~~date and the Transferors may instruct the~~funds shall be deemed not to be available or on deposit.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Target Receivables Corp)

Establishment of Collection Account and Special Funding Account. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Collection Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, securities, documents, certificates of deposit and other property on deposit from time to time in the Collection Account and in all proceeds, earnings, income, revenue, dividends and distributions thereof for the benefit of the Certificateholders. The Collection Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and no right to otherwise deduct from, any funds held in the Collection Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Collection Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Collection Account meeting the conditions specified above, transfer any monies, documents, instruments, investment property, financial assets, certificates of deposit and other property to such new Collection Account and from the date such new Collection Account is established, it shall be the “"Collection Account.” " Pursuant to the authority granted to the Servicer in subsection 3.01(b), the Servicer shall have the power, revocable by the Trustee, to make withdrawals and payments from the Collection Account and to instruct the Trustee to make withdrawals and payments from the Collection Account for the purposes of carrying out the Servicer’s 's or the Trustee’s 's duties hereunder. The Servicer shall reduce deposits into the Collection Account payable by a Transferor on any Deposit Date to the extent that such Transferor is entitled to receive funds from the Collection Account on such Deposit Date, but only to the extent such reduction would not reduce the Transferor Amount to an amount less than the Required Transferor Amount. Funds on deposit in the Collection Account (other than investment earnings and amounts deposited pursuant to Sections 2.06, 9.01, 10.01 or 12.02) shall at the written direction of the Servicer ~~(or its agent appointed as provided below)~~ be invested by the Trustee in Eligible Investments selected by the ~~Servicer (or its agent appointed as provided below); provided, however, that if no such written direction is provided, funds on deposit in the Collection Account shall remain uninvested~~Servicer. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. ~~Subject to the first sentence of this paragraph, investments~~ Investments of funds representing Collections collected during any Monthly Period shall be invested in Eligible Investments that will mature so that such funds will be available no later than the close of business on the next Transfer Date following such Monthly Period in amounts sufficient to the extent of such funds to make the required distributions on such Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment; provided further, however, that the Servicer ~~(or its agent appointed as provided below)~~ shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Collection Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s 's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the ~~Servicer (or its agent appointed as provided below)~~Servicer, funds deposited in the Collection Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Collection Account shall be paid to the Transferors, except as otherwise specified in any Supplement. The Trustee shall bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 4.02. The Servicer may appoint as its agent under a separate agreement a registered investment advisor and authorize such agent to give instructions on behalf of the Servicer to the Trustee for funds to be invested and reinvested in one or more Eligible Investments. The Servicer shall provide the Trustee with a written direction certifying any such appointment. The Trustee shall be entitled to conclusively rely on, and shall be protected in acting upon, instructions received from such agent on behalf of the Servicer. The Servicer, for the benefit of the Certificateholders, shall establish and maintain in the name of the Trustee, on behalf of the Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders (the “"Special Funding Account”"). The Trustee shall possess all right, title and interest in all monies, instruments, investment property, financial assets, documents, certificates of deposit and other property on deposit from time to time in the Special Funding Account and in all proceeds, dividends distributions, earnings, income and revenue thereof for the benefit of the Certificateholders. The Special Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the Certificateholders. Except as expressly provided in this Agreement, the Servicer agrees that it shall have no right of setoff or banker’s 's lien against, and 57 no right to otherwise deduct from, any funds held in the Special Funding Account for any amount owed to it by the Trustee, the Trust, any Certificateholder or any Series Enhancer. If, at any time, the Special Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Special Funding Account meeting the conditions specified above, transfer any monies, documents, instruments, securities, certificates of deposit and other property to such new Special Funding Account and from the date such new Special Funding Account is established, it shall be the “"Special Funding Account.” " Funds on deposit in the Special Funding Account shall at the written direction of the Servicer be invested by the Trustee in Eligible Investments selected by the Servicer~~; provided, however, that if no such written direction is provided, funds on deposit in the Special Funding Account shall remain uninvested~~. All such Eligible Investments shall be held by the Trustee for the benefit of the Certificateholders pursuant to Section 4.07. ~~Subject to the first sentence of this paragraph, funds~~ Funds on deposit in the Special Funding Account on any Distribution Date will be invested in Eligible Investments that will mature so that such funds will be available on the next Distribution Date. No such Eligible Investment shall be disposed of prior to its maturity; provided, however, that the Trustee shall sell, liquidate or dispose of any such Eligible Investment before its maturity, if, prior to the maturity of such Eligible Investment, a default occurs in the payment of principal, interest or any other amount with respect to such Eligible Investment and the Servicer has delivered written notice to the Trustee of such default; provided further, however, that the Servicer shall deliver prompt written notice to the Trustee of any such default; and provided further that, subject to Section 11.01, the Trustee will not in any way be held liable by reason of any insufficiency in such Special Funding Account resulting from any loss on any Eligible Investment included therein except for losses attributable to the Trustee’s 's failure to make payments on such Eligible Investments issued by the Trustee, in its commercial capacity, in accordance with their terms. Unless directed by the Servicer, funds deposited in the Special Funding Account on a Transfer Date with respect to the immediately succeeding Distribution Date are not required to be invested overnight. On each Distribution Date, all interest and other investment earnings (net of losses and investment expenses) on funds on deposit in the Special Funding Account shall be treated as Collections of Finance Charge Receivables with respect to the last day of the related Monthly Period except as otherwise specified in the related Supplement. On each Business Day on which funds are on deposit in the Special Funding Account and on which no Series is in an Accumulation Period or Amortization Period, the Servicer shall determine the amount (if any) by which the Transferor Amount exceeds the Required Transferor Amount on such date and the Transferors may instruct ~~the~~the Trustee to withdraw any such excess from the Special Funding Account and pay such amount to the Holders of the Transferor Certificates; provided, however, that, (i) if an Accumulation Period or Amortization Period has commenced and is continuing with respect to one or more outstanding Series, any funds on deposit in the Special Funding Account shall be treated as Shared Principal Collections and shall be allocated and distributed in accordance with Section 4.04 and the terms of each Supplement to the extent that doing so would not cause the Transferor Amount to be less than the Required Transferor Amount and (ii) if, at any time, the Transferors determine that, by decreasing the amount on deposit in the Special Funding Account, any Series then outstanding which is issued pursuant to a Supplement which permits partial amortization as provided in this Section 4.02 may be prevented from experiencing a Pay-Out Event based upon insufficiency of yield, the Servicer shall on the next succeeding Distribution Date instruct the Trustee in writing to apply funds on deposit in the Special Funding Account as "Partial

Appears in 1 contract

Samples: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iii LLC)

Common use of Establishment of Collection Account and Special Funding Account Clause in Contracts