Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts: (i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT"); (ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT"); (iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT"); (iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT"); (v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and (vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c). (b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property. (c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested. (d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012002-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the xxx "COLLECTION ACCOUNTXXXXXXXXXX XCCOUNT");
(ii) an account denominated "Payahead Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., as agent" (the "PAYAHEAD ACCOUNTPAXXXXXX XXXXXXX");
(iiixxx) an account denominated "Spread Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the xxx "SPREAD ACCOUNTXXXXXX XXXXXNT");
(iv) an account denominated "Note Distribution Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the xxx "NOTE DISTRIBUTION XXXX XXXXXXXUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the xxx "PREFUNDING ACCOUNTXXXXXXXXXX XCCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "CAPITALIZED XXXXXXXXXXX INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012002-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "PAYMENT ACCOUNT" andxxx, together with xxxxxxxx xxxx the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or or
(i)(ci) (c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior Pursuant to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In additionSale and Servicing Agreement, the Indenture Trustee shall establish a trust account to be maintained Trustee, for the benefit of the Noteholders, has established and maintains in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers each of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Note Distribution Account, the Prefunding Reserve Account, the Pre-Funding Account, the Capitalized Interest Account, the Capitalized Pre-Funding Account, the Expense Account and the Capitalized Interest Monthly Advance Account. The Eligible Lender Trustee, for the benefit of the Certificateholders, has established and maintains in the name of the Eligible Lender Trustee the Certificate Distribution Account and the Certificate Monthly Advance Account. The foregoing accounts are referred to collectively as the "Trust Accounts". Each such Trust Account shall be an Eligible Deposit Account and, except for the Certificate Distribution Account and the Certificate Monthly Advance Account, shall be entitled as follows: "[Name of Account] for the benefit of ClassNotes Trust 1997-I and Bankers Trust Company, as Indenture Trustee, as their interests may appear." The Certificate Distribution Account and the Certificate Monthly Advance Account shall be entitled as follows: "ClassNotes Trust 1997-I [Certificate Distribution Account] [Certificate Monthly Advance Account]."
(b) Funds on deposit in the Trust Accounts shall be invested by the Indenture Trustee and, in the case of the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as written instructions from the Administrator, on behalf of the last day of a Collection Period a payment in an amount Issuer; PROVIDED, HOWEVER, that Certificateholders representing not less than 66-2/3% of the scheduled payment Outstanding Amount of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited the Certificates may, by written instructions to the Payahead Account Administrator, direct how such funds are invested in a preceding Collection Period in accordance with Sections 3.01 such Eligible Investments; PROVIDED, FURTHER, it is understood and 4.02(a), agreed that the Servicer Indenture Trustee and the Eligible Lender Trustee shall withdraw not be liable for any loss arising from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on Investments. All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Lender Trustee for the benefit of the Noteholders. All Issuer; provided that all interest and other investment income or other gain from (net of losses and investment of monies expenses) on funds on deposit therein shall be deposited in or credited to into the Collection Account and shall be paid by deemed to constitute a portion of the depository institution maintaining Available Funds for the Collection Account to related Note Distribution Date or Certificate Distribution Date. Funds on deposit in the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account Trust Accounts shall be deposited invested in or credited to Eligible Investments that will mature so that such account immediately upon receipt, and any loss resulting from such investment shall funds will be charged to such account. The maximum permissible maturities available at the close of any investments of business on the Business Day preceding the day on which funds in the Collection Accountapplicable Trust Account may be required to be withdrawn; PROVIDED, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, howeverHOWEVER, that if the Indenture Trustee is maintaining the applicable account, funds on deposit in such funds Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of the entity Indenture Trustee or of the Eligible Lender Trustee in the case of the Certificate Distribution Account which may mature so that is serving as such funds will be available on the following Business Day. Funds deposited in a Trust Account on a Business Day which immediately precedes a Note Distribution Date or Certificate Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) for the benefit of the Issuer. If, at any time, any of the Trust Accounts ceases to be an entity Eligible Deposit Account, the Administrator, on behalf of the Issuer, agrees that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which meets the criteria Surety Provider may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator, on behalf of the Issuer, agrees that, in clauses the event that any of the Trust Accounts are not accounts with the Indenture Trustee (i)(bor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), the Administrator shall notify the Indenture Trustee and the Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees (or, with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee agrees), by its acceptance thereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), and the Indenture Trustee (i)(cor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall have sole signature authority with respect thereto;
(B) any Trust Account Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of Eligible Account"Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or such other Person acting solely for the Indenture Trustee as required for Delivery; and
(C) If the Indenture Trustee, in its capacity as securities intermediary, has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Trustee, in its capacity as securities intermediary, hereby agrees that mature on such security interest shall be subordinate to the Business Day prior to such Distribution Datesecurity interest of the Indenture Trustee, except as otherwise provided in the Indenture and for purposes provided for therein. The maximum permissible maturity financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any investments of funds in the Prefunding Account on any date shall not be later person other than the next Business DayIndenture Trustee (except that the Indenture Trustee, in its capacity as securities intermediary, may set off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Trust Accounts, and (ii) the face amount of any checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or insufficient funds). No investment in Notwithstanding any provision herein to the contrary, the securities intermediary shall have a lien senior to that of the secured party for any amounts required for the settlement of any purchases of financial assets.
(iii) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Investments may be sold prior Lender Trustee with the consent of the Indenture Trustee, to its maturity. The funds on deposit in instruct the Payment Indenture Trustee to make withdrawals and payments from the Trust Accounts (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Note Distribution Account shall remain uninvested.
(dCertificate Monthly Advance Account) In for the absence purpose of written direction as provided above, all funds held in permitting the Spread AccountMaster Servicers, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account Administrator or the Capitalized Interest Account, Eligible Lender Trustee to carry out its respective duties hereunder or under the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, Trust Agreement or permitting the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of to carry out its duties under the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible InvestmentsIndenture.
Appears in 1 contract
Samples: Second Supplemental Sale and Servicing Agreement (Classnotes Inc)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011999-AD, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011999-AD, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011999-AD, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011999-AD, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Certificate Distribution Account - OT 1999-D, The Chase Manhattan Bank, Trust Agent" (the "CERTIFICATE DISTRIBUTION ACCOUNT");
(vi) an account denominated "Prefunding Account - OT 20011999-AD, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vivii) an account denominated "Capitalized Interest Account - OT 20011999-AD, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011999-AD, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vivii) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the -56- 61 Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountAccount. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Account, the Note Distribution and the Note Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011999-AB, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011999-AB, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011999-AB, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011999-AB, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20011999-AB, The Chase Manhattan Bank, Indenture TrusteeTrust Agent" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011999-AB, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Account, the Note Distribution and the Note Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Collection Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Spread Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012000-AB, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012000-AB, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012000-AB, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012000-AB, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012000-AB, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012000-AB, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012000-AB, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).be
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.The
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012004-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the -57- Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer Indenture Trustee shall open, at a depository institution (which may shall be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-AAccount, The Chase Manhattan BankANRC Auto Owner Trust ____, ______________, Indenture Trustee" (the "COLLECTION ACCOUNTCollection Account");; and
(ii) an account denominated "Payahead Account - OT 2001-ANote Distribution Account, The Chase Manhattan BankANRC Auto Owner Trust ____, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank______________, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNTAccount"). In addition, the Indenture Trustee shall establish (i) an account denominated "Spread Account, ANRC Auto Owner Trust ____, ______________, Indenture Trustee" (the "Spread Account") and (ii) a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-AAccount, The Chase Manhattan BankANRC Auto Owner Trust ____, ______________, Indenture Trustee" (the "PAYMENT ACCOUNTPayment Account" and, together with the accounts described in clauses (i) through and (viii) above, the "TRUST ACCOUNTSTrust Accounts"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments, and the Indenture Trustee shall have sole dominion over the Trust Accounts. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule IIExhibit B. If at any time a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within 5 Business Days establish a new Trust Account, which is an Eligible Account, and shall transfer any cash or any investments from the prior account to the new Trust Account. The Servicer Indenture Trustee shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee Servicer and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and shall not change any related account identification informationinformation without the Insurer's prior written consent. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c4.01(b).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if so long as the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, ) in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described belowInvestments. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible InvestmentsInvestments (which instructions may be in the form of standing instructions); provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies (net of losses) deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthlymonthly and any investment losses shall be payable by the Servicer. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in Eligible Investments made with respect to the Collection Account, Account and the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that will mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be no later than the next Business Dayfollowing Distribution Date. No investment in Eligible Investments may be sold prior to its maturitymaturity and, except as permitted in writing by the Rating Agencies and the Insurer, funds on deposit in the Collection Account and Spread Account shall be invested in Eligible Investments that will mature no later than the Business Day immediately preceding the next Distribution Date. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(dc) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Collection Account shall remain uninvestedbe invested in Eligible Accounts as described in clause (e) of the definition thereof. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Spread Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments, except in its capacity as obligor thereunder.
(d) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that, subject at all times to the terms of the Securities Control Agreement:
(i) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Accounts, subject to the last sentence of Section 5.2(c)(i); and each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;
(iii) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(iv) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (iii) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, though continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:: -44- 49
(i) an account denominated "Collection Account - OT 20012000-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012000-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012000-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012000-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20012000-A, The Chase Manhattan Bank, Indenture TrusteeTrust Agent" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012000-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011999-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011999-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011999-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011999-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20011999-A, The Chase Manhattan Bank, Indenture TrusteeTrust Agent" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011999-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Account, the Note Distribution and the Note Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Collection Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Spread Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "“Collection Account - OT 20012005-AB, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "COLLECTION ACCOUNT"“Collection Account”);
(ii) an account denominated "“Payahead Account - OT 20012005-AB, The JPMorgan Chase Manhattan Bank, N.A., as agent" ” (the "PAYAHEAD ACCOUNT"“Payahead Account”);
(iii) an account denominated "“Spread Account - OT 20012005-AB, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "SPREAD ACCOUNT"“Spread Account”);
(iv) an account denominated "“Note Distribution Account - OT 20012005-AB, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "NOTE DISTRIBUTION ACCOUNT"“Note Distribution Account”);; and
(v) an account denominated "“Prefunding Account - OT 20012005-AB, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"“Prefunding Account”). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "“Payment Account - OT 20012005-AB, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "PAYMENT ACCOUNT" “Payment Account” and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"“Trust Accounts”). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' ’ written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) . All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account in Eligible Investments; provided that that
(i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee such Eligible Investment is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments an obligation of the entity institution that is serving maintains such account or a fund for which such institution or affiliate thereof serves as Indenture Trustee (an investment advisor, administrator, shareholder, servicing agent and/or custodian or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of subcustodian, then such Eligible Account) that Investment shall mature on not later than the Business Day immediately prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(dc) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Prefunding Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Owner Trust 2005-B)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011999-AC, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011999-AC, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011999-AC, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011999-AC, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20011999-AC, The Chase Manhattan Bank, Indenture TrusteeTrust Agent" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011999-AC, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the -48- 53 Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Account, the Note Distribution and the Note Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Collection Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Spread Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
(e) On the Closing Date, Onyx shall deposit $2,000,000 into the Spread Account.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012002-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or or
(i)(ci) (c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior The Trustee shall establish and maintain in the name of the Trustee, on behalf of the Trust and for the benefit of the Certificateholders, the segregated trust accounts referred to in clauses (b) and (c) below and listed on Exhibit D hereto (and such additional accounts as may be required by any Supplement). Each of the Trust Accounts shall be established and maintained in the Corporate Trust Office of the Trustee or as provided in Section 4.02(d) below and shall bear a designation clearly indicating that funds deposited therein are held for the benefit of the Certificateholders.
(b) All Collections and all other Trust Assets consisting of cash or cash equivalents shall be deposited in a segregated trust account (the "Certificate Account") within two (2) Business Days of receipt. Funds on deposit in the Certificate Account will be allocated as provided in Section 4.03.
(c) From time to time prior to the Closing Dateoccurrence of an Amortization Event, the Servicer shall open, at purchase price for purchases of Trust Interests by Certificateholders pursuant to the applicable Certificate Purchase Agreement will be deposited by the Trustee in a depository institution segregated trust account (which may be the same depository institution which is acting in the capacity as Indenture Trustee"Excess Funding Account"). On any Business Day, the following accounts:
Administrator may cause the Trustee to withdraw from the Excess Funding Account and distribute to NAFCO amounts on deposit therein, provided, (i) an account denominated "Collection Account - OT 2001-Athat no Amortization Event shall have occurred and be continuing, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
and (ii) an account denominated "Payahead Account - OT 2001-Aafter giving effect to such withdrawals from or deposits into the Excess Funding Account, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT")there shall not exist any Overcollaterallization Deficit. In addition, funds on deposit in the Indenture Trustee Excess Funding Account shall establish be withdrawn from the Excess Funding Account and deposited in the Certificate Account in accordance with Section 4.03(c).
(d) Interest accrued on any class of Certificates that is not distributable to Certificateholders on the Distribution Date relating to such Interest Period shall be deposited in a segregated trust account (the "Accrued interest Account") pursuant to Section 4.03(a)(v). The Trustee shall, on the Business Day preceding the Distribution Date on which such funds a redistributable to Certificateholders, withdraw such funds from the Accrued interest Account and deposit such funds in the Certificate Account for application on such Distribution Date pursuant to Section 4.03(a).
(e) The Certificate Account shall be held by the Trustee for the benefit of all Certificateholders. Each Trust Account shall be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-Aor with a bank which is organized under the laws of the United States or any state which is a member of the FDIC and has a certificate of deposit rating in the highest investment category granted by the Applicable Rating Agency or otherwise approved by each Applicable Rating Agency.
(f) The Trustee shall possess (for its benefit and for the benefit of the Certificateholders) all right, The Chase Manhattan Bank, Indenture Trustee" (title and interest in and to all funds on deposit from time to time in each of the "PAYMENT ACCOUNT" and, together with the accounts described Trust Accounts and in clauses (i) through (vi) above, the "TRUST ACCOUNTS")all proceeds thereof. The Trust Accounts shall be Eligible Accounts (subject to under the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) sole dominion and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers control of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholdersapplicable Certificateholders. All income or other gain from investment of monies deposited in or credited Pursuant to the Collection Account authority granted to the Administrator, the Administrator shall be paid have the power, revocable at any time by the depository institution maintaining the Collection Account to the Servicer monthly. All income Trustee or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments at the direction of the entity that is serving as Indenture Majority Certificateholders, to instruct the Trustee (or an entity which meets to make withdrawals and payments from the criteria in clauses (i)(b) or (i)(c) Trust Accounts for the purposes of carrying out the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account Administrator's or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible InvestmentsTrustee's duties hereunder.
Appears in 1 contract
Samples: Pooling and Administration Agreement (National Auto Finance Co Inc)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer Indenture Trustee shall open, at a depository institution (which may shall be the same depository institution which is acting in the capacity as Indenture Trustee)) and shall maintain at the Corporate Trust Office, the following accounts:
(i) an account denominated "Collection Account - OT 2001-AAccount, The Chase Manhattan BankANRC Auto Owner Trust ________, __________, Indenture Trustee" (the "COLLECTION ACCOUNTCollection Account");
(ii) an account denominated "Payahead Account - OT 2001-ANote Distribution Account, The Chase Manhattan BankANRC Auto Owner Trust _________, as agent____________, Indenture Trustee" (the "PAYAHEAD ACCOUNTNote ---- Distribution Account");; --------------------
(iii) an account denominated "Spread Account - OT 2001-AAccount, The Chase Manhattan BankANRC Auto Owner Trust __________, ____________, Indenture Trustee" (the "SPREAD ACCOUNTSpread Account");; and --------------
(iv) an a trust account denominated "Note Distribution Account - OT 2001-APayment Account, The Chase Manhattan BankANRC Auto Owner Trust ________, _________, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNTAccount" and, --------------- together with the accounts described in clauses (i) through and (viii) above, the "TRUST ACCOUNTSTrust Accounts"). -------------- The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments, and the Indenture Trustee shall have sole dominion over the Trust Accounts. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule IIExhibit B. If at any time a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within 5 Business Days establish a new Trust Account, which is an Eligible Account, and shall transfer any cash or any investments from the prior account to the new Trust Account. The Servicer Indenture Trustee shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee Servicer and the Insurer at least five Business Days' prior written notice of any change in the location of any Trust Account and shall not change any related account identification informationinformation without the Insurer's prior written consent. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all Property. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c4.01(b).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if so long as the Indenture Trustee maintains the applicable account), ) or on behalf of the Indenture Trustee by the depository institution maintaining such account, account in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described belowInvestments. Subject to the limitations set forth herein, the Servicer may shall direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) as to invest such investment of funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible InvestmentsInvestments (which instructions may be in the form of standing instructions); provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, Indenture -------- Trustee shall invest funds in the Collection Account and the Spread Account in Eligible Investments described in clause (iie) at any time during of the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directionsdefinition thereof. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies in the Collection Account shall be deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account monthly and any loss resulting from such reinvestment shall be charged to the Servicer monthlyCollection Account. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturitymaturity and, except as permitted in writing by the Rating Agencies and the Insurer, funds on deposit in the Collection Account and the Spread Account shall be invested in Eligible Investments that will mature no later than the Business Day immediately preceding the next Distribution Date. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments, except in its capacity as obligor thereunder.
(c) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof and subject at all times to the terms of the Securities Account Control Agreement, that:
(i) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Accounts, subject to Section 4.01(a), and each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;
(iii) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(iv) any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be delivered to the Indenture Trustee in accordance with clause (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, though continued registration of the Indenture Trustee's or its securities intermediary's (or its custodian's or its nominee's) ownership of such security. Effective upon delivery of any Trust Account Property in the form of physical property, book-entry securities or uncertificated securities, the Indenture Trustee shall be deemed to have purchased such Trust Account Property for value, in good faith and without notice of any adverse claim thereto. The Indenture Trustee shall not enter into any subordination or intercreditor agreement with respect to the Trust Account Property.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011998-AB, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011998-AB, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011998-AB, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011998-AB, The Chase Manhattan Bank, Indenture Trustee" ") (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20011998-AB, The Chase Manhattan Bank, Indenture TrusteeTrust Agent" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011998-AB, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Rule of 78's Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead 49 Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Account, the Note Distribution and the Note Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Collection Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Spread Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be 50 held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011998-AC, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011998-AC, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011998-AC, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011998-AC, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20011998-AC, The Chase Manhattan Bank, Indenture TrusteeTrust Agent" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011998-AC, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) The Trust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an account denominated "Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (shall initially be established with the "COLLECTION ACCOUNT");Trust Collateral Agent.
(ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an account denominated "Payahead Eligible Deposit Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT"“Note Distribution Account”);
(iii) an account denominated "Spread Account - OT 2001-A, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (shall initially be established with the "NOTE DISTRIBUTION ACCOUNT");Trust Collateral Agent.
(vb) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained Funds on deposit in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to timeNote Distribution Account (collectively, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account “Trust Accounts”) shall be invested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to Section 4.01(cstanding instructions or otherwise).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts held by or on deposit therein or credited thereto shall not be considered part behalf of the Trust PropertyCollateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are required to be invested overnight. All Eligible Investments will be held to maturity. The Trust Collateral Agent shall give notice to each institution that holds Eligible Investments in money market deposit accounts in a Trust Account that on each Distribution Date the Trust Collateral Agent may be withdrawing all funds from the applicable Trust Account not less than the minimum number of Business Days prior to each Distribution Date as required by each such institution.
(c) All funds investment earnings of moneys deposited in the Trust Accounts shall be deposited (or caused to be deposited), pursuant to the monthly Servicer’s Certificate, on each Distribution Date by the Trust Collateral Agent in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment investments shall be charged to such account. The maximum permissible maturities Servicer will not direct the Trust Collateral Agent to make any investment of any investments funds held in any of funds the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Collection AccountTrust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Spread Account and Servicer shall deliver to the Capitalized Interest Account on any date shall not be later than Trust Collateral Agent an Opinion of Counsel, acceptable to the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; providedTrust Collateral Agent, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvestedeffect.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.
(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Trust and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the investment described in clause (d) of the definition of Eligible Investments; provided that the Trust Collateral Agent shall not be liable for any loss or absence of income resulting from such investments.
(i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Trust Collateral Agent for the benefit of the Noteholders, as the case may be, and the Insurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Trust Collateral Agent (or the Servicer on its behalf) shall within five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(ii) With respect to the Trust Account Property:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trust Collateral Agent;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause
Appears in 1 contract
Samples: Sale and Servicing Agreement (UPFC Auto Receivables Trust 2007-A)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "“Collection Account - OT 20012005-A, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "COLLECTION ACCOUNT"“Collection Account”);
(ii) an account denominated "“Payahead Account - OT 20012005-A, The JPMorgan Chase Manhattan Bank, N.A., as agent" ” (the "PAYAHEAD ACCOUNT"“Payahead Account”);
(iii) an account denominated "“Spread Account - OT 20012005-A, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "SPREAD ACCOUNT"“Spread Account”);
(iv) an account denominated "“Note Distribution Account - OT 20012005-A, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "NOTE DISTRIBUTION ACCOUNT"“Note Distribution Account”);; and
(v) an account denominated "“Prefunding Account - OT 20012005-A, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"“Prefunding Account”). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "“Payment Account - OT 20012005-A, The JPMorgan Chase Manhattan Bank, N.A., Indenture Trustee" ” (the "PAYMENT ACCOUNT" “Payment Account” and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"“Trust Accounts”). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' ’ written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) . All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee such Eligible Investment is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments an obligation of the entity institution that is serving maintains such account or a fund for which such institution or affiliate thereof serves as Indenture Trustee (an investment advisor, administrator, shareholder, servicing agent and/or custodian or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of subcustodian, then such Eligible Account) that Investment shall mature on not later than the Business Day immediately prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(dc) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Prefunding Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Prefunding Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Owner Trust 2005-A)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNTCollection Account");
(ii) an account denominated "Payahead Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012004-AB, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, Agent and the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information, provided any such change may be made only with the prior written consent of the Insurer. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated The Servicer, for the benefit of the Noteholders and the Certificateholder, shall establish and maintain in the name "Collection Account - OT Caterpillar Financial Asset Trust 2001-A, The Chase Manhattan Banksubject to the security interest of Bank One, National Association, as Indenture Trustee" an Eligible Securities Account (the "COLLECTION ACCOUNTCollection Account");. The Indenture Trustee shall establish and maintain an administrative subaccount within the Collection Account for the benefit of the Noteholders and the Certificateholder (the "Principal Distribution Account").
(ii) an account denominated The Seller, for the benefit of the Noteholders, shall establish and maintain in the name "Payahead Account - OT Caterpillar Financial Asset Trust 2001-A, The Chase Manhattan Banksubject to the security interest of Bank One, National Association, as agentIndenture Trustee" an Eligible Securities Account (the "PAYAHEAD ACCOUNTReserve Account");.
(iiib) an account denominated "Spread Funds on deposit in the Collection Account - OT 2001-A(including, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In additionwithout limitation, the Indenture Trustee shall establish a trust account to be maintained in Principal Distribution Account) and the Corporate Trust Office of the Indenture Trustee denominated "Payment Reserve Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) abovecollectively, the "TRUST ACCOUNTSTrust Accounts"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account selected by the fifth Business Day preceding Servicer; provided, however, it is understood and agreed that the Distribution Date immediately succeeding Indenture Trustee shall not be liable for any loss arising from such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later (other than the fifth Business Day prior to the Distribution Date to which such amounts relatelosses from nonpayment of investments in obligations of Bank One, and any earnings on National Association). All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if for the Indenture Trustee maintains benefit of the applicable account)Noteholders and, or if applicable, the Certificateholder. Other than as permitted by the Rating Agencies, funds on behalf deposit in the Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Transfer Date preceding the immediately following Distribution Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the Indenture Trustee by which may mature so that such funds will be available on the depository institution maintaining such account, Distribution Date. Funds deposited in a Trust Account on a Transfer Date which immediately precedes a Distribution Date upon the maturity of any Eligible Investments only upon are not required to be invested overnight, but if so invested, such investments must meet the written direction from conditions of the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that immediately preceding sentence.
(i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments The Trust Accounts shall be in under the name control (within the meaning of Section 8-106 of the applicable UCC) of the Indenture Trustee for the benefit of the Noteholders and the Certificateholder or the Noteholders, as applicable. All income If, at any time, any of the Trust Accounts ceases to be an Eligible Securities Account, the Indenture Trustee (or other gain from investment of monies deposited 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 Trust Account as an Eligible Securities Account and shall transfer any cash and/or any investments to such new Trust Account. So long as Bank One, National Association is an Eligible Institution, any Trust Account may be maintained with it in or credited an Eligible Securities Account.
(ii) With respect to the Collection Trust Account Property, the Indenture Trustee and Bank One, National Association, as Securities Intermediary, agree, and each subsequent Securities Intermediary shall agree, by its acceptance hereof, that:
(A) any Trust Account Property held in securities accounts shall be held solely in the Eligible Securities Accounts; and each such Eligible Securities Account shall be paid subject to the control (within the meaning of Section 8-106 of the UCC) of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(B) all Trust Account Property shall be delivered to the Indenture Trustee by causing the depository financial institution then maintaining the Collection related Trust Account (each such institution being referred to the Servicer monthly. All income or other gain from investment of monies deposited herein as a "Securities Intermediary") to create a Security Entitlement in or credited such Trust Account with respect to the Spread Account, the Prefunding such Trust Account and the Capitalized Interest Property by indicating by book-entry that such Trust Account shall be deposited in or Property has been credited to such account immediately upon receipt, and any loss resulting from such investment Trust Account. Each Trust Account shall only be charged established at a financial institution which agrees (i) to comply with entitlement orders with respect to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Trust Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested issued by the Indenture Trustee in Eligible Investments without further consent of the entity Seller, Servicer or Issuer and (ii) that is serving each item of property credited to such Trust Account shall be treated as Indenture Trustee (or an entity which meets a "financial asset" within the criteria in clauses (i)(b) or (i)(cmeaning of Section 8-102(a)(9) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account UCC, and the Note Distribution Account shall remain uninvested.Securities Intermediary does hereby agree to the foregoing; and
(dC) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions Upon release of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf lien of the Indenture Trustee resulting under the Indenture in accordance with the terms thereof, each of the Trust Accounts shall be put in the name of the Trust and the Trust shall have all rights granted to the Indenture Trustee pursuant to this Agreement.
(iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from any investment loss on any Eligible Investmentsthe Trust Accounts for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
(iv) The Indenture Trustee is hereby authorized to execute purchase and sales directed by the Servicer through the facilities of its own trading or capital markets operations. The Indenture Trustee shall send statements to the Servicer and the Issuer monthly reflecting activity for each amount created hereunder for the preceding month. Although the Issuer recognizes that it may obtain a broker confirmation at no additional cost, the Issuer hereby agrees that confirmations of investments are not required to be issued by the Indenture Trustee for each month in which a monthly statement is rendered. No statement need be rendered pursuant to the provision hereof if no activity occurred in the account for such month.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Caterpillar Financial Funding Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012003-A, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, Agent and the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information, provided any such change may be made only with the prior written consent of the Insurer. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) The Trust Collateral Agent, on behalf of the Noteholders and the Insurer, shall establish and maintain in its own name an account denominated "Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (shall initially be established with the "COLLECTION ACCOUNT");Trust Collateral Agent.
(ii) The Trust Collateral Agent, on behalf of the Noteholders, shall establish and maintain in its own name an account denominated "Payahead Eligible Deposit Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT"“Note Distribution Account”);
(iii) an account denominated "Spread Account - OT 2001-A, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Trust Collateral Agent, in trust, on behalf of the Noteholders and the Insurer. The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (shall initially be established with the "NOTE DISTRIBUTION ACCOUNT");Trust Collateral Agent.
(vb) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained Funds on deposit in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to timeNote Distribution Account (collectively, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account “Trust Accounts”) shall be invested by the Indenture Trustee Trust Collateral Agent (or any custodian with respect to funds on deposit in any such account) in Eligible Investments selected in writing by the Servicer (pursuant to Section 4.01(cstanding instructions or otherwise).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts held by or on deposit therein or credited thereto shall not be considered part behalf of the Trust PropertyCollateral Agent for the benefit of the Noteholders and the Insurer, as applicable. Other than as permitted by the Rating Agencies and the Insurer, funds on deposit in any Trust Account shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day immediately preceding the following Distribution Date. Funds deposited in a Trust Account on the day immediately preceding a Distribution Date upon the maturity of any Eligible Investments are required to be invested overnight. All Eligible Investments will be held to maturity. The Trust Collateral Agent shall give notice to each institution that holds Eligible Investments in money market deposit accounts in a Trust Account that on each Distribution Date the Trust Collateral Agent may be withdrawing all funds from the applicable Trust Account not less than the minimum number of Business Days prior to each Distribution Date as required by each such institution.
(c) All funds investment earnings of moneys deposited in the Trust Accounts shall be deposited (or caused to be deposited), pursuant to the monthly Servicer’s Certificate, on each Distribution Date by the Trust Collateral Agent in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment investments shall be charged to such account. The maximum permissible maturities Servicer will not direct the Trust Collateral Agent to make any investment of any investments funds held in any of funds the Trust Accounts unless the security interest granted and perfected in such account will continue to be perfected in such investment, in either case without any further action by any Person, and, in connection with any direction to the Collection AccountTrust Collateral Agent to make any such investment, if requested by the Trust Collateral Agent, the Spread Account and Servicer shall deliver to the Capitalized Interest Account on any date shall not be later than Trust Collateral Agent an Opinion of Counsel, acceptable to the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; providedTrust Collateral Agent, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvestedeffect.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee The Trust Collateral Agent shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investment included therein except for losses attributable to the Trust Collateral Agent’s negligence or bad faith or its failure to make payments on such Eligible Investments issued by the Trust Collateral Agent, in its commercial capacity as principal obligor and not as trustee, in accordance with their terms.
(e) If (i) the Servicer shall have failed to give investment directions in writing for any funds on deposit in the Trust Accounts to the Trust Collateral Agent by 1:00 p.m. Eastern Time (or such other time as may be agreed by the Trust and Trust Collateral Agent) on any Business Day; or (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable, or, if such Notes shall have been declared due and payable following an Event of Default, amounts collected or receivable from the Trust Property are being applied as if there had not been such a declaration; then the Trust Collateral Agent shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in the investment described in clause (d) of the definition of Eligible Investments; provided that the Trust Collateral Agent shall not be liable for any loss or absence of income resulting from such investments.
(i) The Trust Collateral Agent shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof for the benefit of the Noteholders and the Insurer and all such funds, investments, proceeds and income shall be part of the Owner Trust Estate. Except as otherwise provided herein, the Trust Accounts shall be under the sole dominion and control of the Trust Collateral Agent for the benefit of the Noteholders, as the case may be, and the Insurer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Trust Collateral Agent (or the Servicer on its behalf) shall within five Business Days (or such longer period as to which each Rating Agency and the Insurer may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Servicer agrees that, in the event that any of the Trust Accounts are not accounts with the Trust Collateral Agent, the Servicer shall notify the Trust Collateral Agent in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(ii) With respect to the Trust Account Property:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts; and, except as otherwise provided herein, each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Trust Collateral Agent, and the Trust Collateral Agent shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Trust Collateral Agent in accordance with paragraph (a) of the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Trust Collateral Agent or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Trust Collateral Agent;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trust Collateral Agent in accordance with paragraph (c) of the definition of “Delivery” and shall be maintained by the Trust Collateral Agent, pending maturity or disposition, through continued registration of the Trust Collateral Agent’s (or its nominee’s) ownership of such security.
Appears in 1 contract
Samples: Sale and Servicing Agreement (UPFC Auto Receivables Trust 2006-B)
Establishment of Trust Accounts. (a) Prior to The Indenture Trustee, for the Closing Datebenefit of the Noteholders, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting establish and maintain in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers each of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Note Distribution Account, the Prefunding Reserve Account, the Expense Account and the Capitalized Interest Monthly Advance Account. The Eligible Lender Trustee, for the benefit of the Certificateholders, shall establish and maintain in the name of the Eligible Lender Trustee the Certificate Distribution Account and the Certificate Monthly Advance Account. The foregoing accounts are referred to collectively as the "Trust Accounts." Each such Trust Account shall be an Eligible Deposit Account and, except for the Certificate Distribution Account and the Certificate Monthly Advance Account, shall be entitled as follows: "[Name of Account] for the benefit of PNC Student Loan Trust I and Bankers Trust Company, as Indenture Trustee, as their interests may appear." The Certificate Distribution Account and the Certificate Monthly Advance Account shall be entitled as follows: "PNC Student Loan Trust I Certificate Distribution Account" and PNC Student Loan Trust I Certificate Monthly Advance Account," respectively.
(b) Funds on deposit in the Trust Accounts shall be invested by the Indenture Trustee and, in the case of the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as written instructions from the Administrator, on behalf of the last day of a Collection Period a payment in an amount less than Issuer; provided, however, it is understood and agreed that the scheduled payment of Monthly P&I has been made Indenture Trustee and the Eligible Lender Trustee shall not be liable for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw any loss arising from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on Investments. All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Lender Trustee for the benefit of the Noteholders. All Issuer; provided that on the Business Day preceding each Distribution Date all interest and other investment income or other gain from (net of losses and investment of monies expenses) on funds on deposit therein shall be deposited in or credited to into the Collection Account and shall be paid by deemed to constitute a portion of the depository institution maintaining Available Funds for the Collection Account to related Distribution Date. Funds on deposit in the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account Trust Accounts shall be deposited invested in or credited to Eligible Investments that will mature so that such account immediately upon receipt, and any loss resulting from such investment shall funds will be charged to such account. The maximum permissible maturities available at the close of any investments of business on the Business Day preceding the day on which funds in the Collection Account, the Spread applicable Trust Account and the Capitalized Interest Account on any date shall not may be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investmentrequired to be withdrawn; provided, however, that if the Indenture Trustee is maintaining the applicable account, funds on deposit in such funds Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of the entity Indenture Trustee or of the Eligible Lender Trustee in the case of the Certificate Distribution Account and Certificate Monthly Advance Account which may mature so that is serving as such funds will be available on the following Business Day. Funds deposited in a Trust Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight unless otherwise directed by telephone or facsimile and confirmed within 24 hours in writing by the Administrator.
(i) The Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of Eligible Lender Trustee with respect to the definition of Eligible Certificate Distribution Account and the Certificate Monthly Advance Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds shall possess all right, title and interest in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The all funds on deposit from time to time in the Payment Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. Subject to the Administrator's power to give instructions pursuant to paragraph (b) above and paragraph (c)(iii) below, the Trust Accounts shall be under the sole dominion and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Note Certificate Monthly Advance Account) for the benefit of the Noteholders and Certificateholders. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator, on behalf of the Issuer, agrees that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Rating Agencies may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator, on behalf of the Issuer, agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), the Administrator shall remain uninvestednotify the Indenture Trustee and the Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(dii) In With respect to the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Trust Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In additionProperty, the Indenture Trustee shall not in any way be held liable agrees (or, with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee agrees), by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.its acceptance thereof, that:
Appears in 1 contract
Samples: Transfer and Servicing Agreement (PNC Student Loan Trust I)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012003-AD, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, Agent and the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information, provided any such change may be made only with the prior written consent of the Insurer. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Master Servicer shall open, at a depository institution (which may be the same depository institution which is acting in Indenture Trustee or the capacity as Indenture TrusteeBank), the following accounts:accounts (the "Trust Accounts"):
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, in the name of the Indenture Trustee" Trustee (the "COLLECTION ACCOUNTCollection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders;
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" in the name of the Indenture Trustee (the "PAYAHEAD ACCOUNTSpread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders;
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, in the name of the Indenture Trustee" Trustee (the "SPREAD ACCOUNTNote Distribution Account");) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders; and
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" in the name of the Owner Trustee (the "NOTE DISTRIBUTION ACCOUNTCertificate Distribution Account");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (bearing a designation clearly indicating that the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (funds deposited therein are held for the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office benefit of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS")Certificateholders. The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related and Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Master Servicer shall give the IssuerIndenture Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, monies deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property Estate and all amounts, financial assets and investment property held in, monies deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Certificate Distribution Account and the Capitalized Interest Note Distribution Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c5.01(b).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Note Distribution Account and the Capitalized Interest Certificate Distribution Account shall be invested by the Indenture Trustee (if in Eligible Investments. Unless and until the Indenture Trustee maintains the applicable account)RIC is no longer an Eligible Investment, or on behalf of the Indenture Trustee by the depository institution maintaining all funds in such accountTrust Accounts, in each case that are available for investment in Eligible Investments only upon Investments, shall be invested in the written direction from RIC. If the Servicer or the InsurerRIC is no longer an Eligible Investment then, as described below. Subject subject to the limitations set forth herein, the Master Servicer may shall direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) in writing to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account foregoing Trust Accounts in Eligible InvestmentsInvestments other than the RIC; provided that (i) in the absence of such directions from the Master Servicer, the Insurer may so direct, and (ii) at any time during direct the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directionsIndenture Trustee. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account (including without limitation the RIC Reinvestment Earnings) shall be paid by the depository institution maintaining deposited in or credited to the Collection Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Servicer monthlyCollection Account. All income or other gain from investment of monies deposited in or credited to the Spread Account, Account (including without limitation the Prefunding Account and the Capitalized Interest Account RIC Reinvestment Earnings) shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Spread Account. All income or other gain from investment of monies deposited in or credited to the Note Distribution Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Note Distribution Account immediately upon receipt, and any loss resulting from such accountinvestment shall be charged to the Note Distribution Account. All income or other gain from investment of monies deposited in or credited to the Certificate Distribution Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Certificate Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Certificate Distribution Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account, the Note Distribution Account and the Capitalized Interest Certificate Distribution Account on any date shall not be later than the Servicer Report Date one Business Day immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of (other than the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible AccountRIC) that mature on the Business Day prior to such before the Distribution Date. The maximum permissible maturity of any investments of funds , or, in the Prefunding Account case of Commercial Paper or Proprietary Funds, that mature on any date shall the Distribution Date for a period not be later than the next to exceed one Business Day. No investment in Eligible Investments may be sold prior to its maturity. maturity and all investments in Proprietary Funds shall be for a period not to exceed one Business Day.
(i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Payment Account Trust Accounts, other than the Certificate Distribution Account, and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts, other than the Certificate Distribution Account, shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Note Certificateholders, as the case may be; provided however, that the Indenture Trustee shall invest funds in the Certificate Distribution Account pursuant to Section 5.01(b). The Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held be in the Spread Accountname of the Owner Trustee for the benefit of the Certificateholders. If, at any time, any of the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives Trust Accounts ceases to be conflicting directions regarding the investment of funds in the Collection an Eligible Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee (or the Master Servicer on its behalf) shall within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Account and shall transfer any cash and/or any investments to such new Trust Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:
(A) any Trust Account Property that is held in any way deposit accounts shall be held liable by reason solely in the Eligible Accounts, subject to the last sentence of any insufficiency in any of Section 5.01(c)(i); and each such Eligible Account shall be subject to the foregoing Trust Accounts held by or on behalf exclusive custody and continuous control of the Indenture Trustee resulting within the meaning of Section 9-104(a) of the applicable UCC, and the Indenture Trustee shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a Financial Intermediary acting solely for the Indenture Trustee;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Master Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from any investment loss on any Eligible Investmentsthe Trust Accounts for the purpose of permitting the Master Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (WFS Receivables Corp 2)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-AB, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-AB, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-AB, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-AB, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-AB, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-AB, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-AB, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., Indenture TrusteeTrustxx" (the xxx "COLLECTION XXXXXXXXXN ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., as agent" (the "PAYAHEAD ACCOUNTXXXXXXXX XXXXXXX");
(iiixxx) an account denominated "Spread Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., Indenture TrusteeTrustxx" (the xxx "SPREAD ACCOUNTXXXXXX XXCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "NOTE DISTRIBUTION XXXX XXXXRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., Indenture TrusteeTrustxx" (the xxx "PREFUNDING XXXXXXXXXG ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "CAPITALIZED XXXXXXXXXED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012003-AB, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "PAYMENT ACCOUNT" andxxx, together with xxxxxxxx xxxx the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to The Indenture Trustee, for the Closing Datebenefit of the Noteholders, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting establish and maintain in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers each of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Note Distribution Account, the Prefunding Reserve Account, the Pre-Funding Account, the Capitalized Interest Account, the Capitalized Pre-Funding Account, the Expense Account and the Capitalized Interest Monthly Advance Account. The Eligible Lender Trustee, for the benefit of the Certificateholders, shall establish and maintain in the name of the Eligible Lender Trustee the Certificate Distribution Account and the Certificate Monthly Advance Account. The foregoing accounts are referred to collectively as the "Trust Accounts". Each such Trust Account shall be an Eligible Deposit Account and, except for the Certificate Distribution Account and the Certificate Monthly Advance Account, shall be entitled as follows: "[Name of Account] for the benefit of ClassNotes Trust 1997-I and Bankers Trust Company, as Indenture Trustee, as their interests may appear." The Certificate Distribution Account and the Certificate Monthly Advance Account shall be entitled as follows: "ClassNotes Trust 1997-I [Certificate Distribution Account] [Certificate Monthly Advance Account]."
(b) Funds on deposit in the Trust Accounts shall be invested by the Indenture Trustee and, in the case of the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as written instructions from the Administrator, on behalf of the last day of a Collection Period a payment in an amount Issuer; PROVIDED, HOWEVER, that Certificateholders representing not less than 66-2/3% of the scheduled payment Outstanding Amount of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited the Certificates may, by written instructions to the Payahead Account Administrator, direct how such funds are invested in a preceding Collection Period in accordance with Sections 3.01 such Eligible Investments; PROVIDED, FURTHER, it is understood and 4.02(a), agreed that the Servicer Indenture Trustee and the Eligible Lender Trustee shall withdraw not be liable for any loss arising from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on Investments. All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Lender Trustee for the benefit of the Noteholders. All Issuer; provided that all interest and other investment income or other gain from (net of losses and investment of monies expenses) on funds on deposit therein shall be deposited in or credited to into the Collection Account and shall be paid by deemed to constitute a portion of the depository institution maintaining Available Funds for the Collection Account to related Note Distribution Date or Certificate Distribution Date. Funds on deposit in the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account Trust Accounts shall be deposited invested in or credited to Eligible Investments that will mature so that such account immediately upon receipt, and any loss resulting from such investment shall funds will be charged to such account. The maximum permissible maturities available at the close of any investments of business on the Business Day preceding the day on which funds in the Collection Accountapplicable Trust Account may be required to be withdrawn; PROVIDED, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, howeverHOWEVER, that if the Indenture Trustee is maintaining the applicable account, funds on deposit in such funds Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of the entity Indenture Trustee or of the Eligible Lender Trustee in the case of the Certificate Distribution Account which may mature so that is serving as such funds will be available on the following Business Day. Funds deposited in a Trust Account on a Business Day which immediately precedes a Note Distribution Date or Certificate Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) for the benefit of the Issuer. If, at any time, any of the Trust Accounts ceases to be an entity Eligible Deposit Account, the Administrator, on behalf of the Issuer, agrees that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which meets the criteria Surety Provider may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator, on behalf of the Issuer, agrees that, in clauses the event that any of the Trust Accounts are not accounts with the Indenture Trustee (i)(bor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), the Administrator shall notify the Indenture Trustee and the Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees (or, with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee agrees), by its acceptance thereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), and the Indenture Trustee (i)(cor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee;
(C) any Trust Account Property that is a book- entry security held through the Federal Reserve System pursuant to Federal book-entry regulation shall be Delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Account) that mature on Lender Trustee with the Business Day prior consent of the Indenture Trustee, to such instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (or the Eligible Lender Trustee with respect to the Certificate Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(dCertificate Monthly Advance Account) In for the absence purpose of written direction as provided above, all funds held in permitting the Spread AccountMaster Servicers, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account Administrator or the Capitalized Interest Account, Eligible Lender Trustee to carry out its respective duties hereunder or under the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, Trust Agreement or permitting the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of to carry out its duties under the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible InvestmentsIndenture.
Appears in 1 contract
Establishment of Trust Accounts. (a) Prior to On or before the Closing Dateissuance of the Certificates, the Servicer Xxxxxx Xxx shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
either (i) open with an account denominated "Collection Eligible Depository Institution one or more trust accounts in the name of the Trustee that shall collectively be the Lower-Tier Trust Account - OT 2001and one or more trust accounts in the name of the Trustee that shall collectively be the Upper-ATier Trust Account, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an for so long as the Trustee shall be Xxxxxx Mae, in lieu of maintaining any such account denominated "Payahead or accounts, maintain each of the Lower-Tier Trust Account - OT 2001and the Upper-ATier Trust Account by means of appropriate entries on its books and records, The Chase Manhattan Bankdesignating all amounts credited to the Lower-Tier Trust Account in respect of the Mortgage Loans and all other assets held by the Lower-Tier REMIC and all amounts credited to the Trust in respect of the Lower-Tier Regular Interests held by the Trust, in each case, in its capacity as agent" (Trustee for the "PAYAHEAD ACCOUNT");
benefit of the Holders of the Certificates or (iii) an account denominated "Spread maintain the Lower-Tier Trust Account - OT 2001and Upper-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Tier Trust Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office form of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the any combination of accounts or book entries described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) above. Any manner or manners in which the Lower-Tier Trust Account and the Upper-Tier Trust Account are maintained may at any time during the continuance of a Servicer Default, only the Insurerbe changed without notice to, or for the approval of, Holders of the Certificates so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Accountsuch accounts by, or for the account of, the Collection AccountTrustee shall at all times be identified. To the extent that the Lower-Tier Trust Account or the Upper-Tier Trust Account is maintained by Xxxxxx Xxx in the manner provided for in clause (ii) above, all references herein to deposits and withdrawals from the Prefunding Lower-Tier Trust Account and the Capitalized Interest Upper- Tier Trust Account shall remain uninvested. In addition, if be deemed to refer to credits and debits to the applicable depository institution receives what it perceives to be conflicting directions regarding the investment related books of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible InvestmentsXxxxxx Mae.
Appears in 1 contract
Samples: Trust Agreement
Establishment of Trust Accounts. (a) Prior Pursuant to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In additionSale and Servicing Agreement, the Indenture Trustee shall establish a trust account to be maintained Trustee, for the benefit of the Noteholders, has established and maintains in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers each of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Note Distribution Account, the Prefunding Reserve Account, the Pre-Funding Account, the Capitalized Interest Account, the Capitalized Pre-Funding Account, the Expense Account and the Capitalized Interest Monthly Advance Account. The Eligible Lender Trustee, for the benefit of the Certificateholders, has established and maintains in the name of the Eligible Lender Trustee the Certificate Distribution Account and the Certificate Monthly Advance Account. The foregoing accounts are referred to collectively as the "Trust Accounts". Each such Trust Account shall be an Eligible Deposit Account and, except for the Certificate Distribution Account and the Certificate Monthly Advance Account, shall be entitled as follows: "[Name of Account] for the benefit of ClassNotes Trust 1995-I and Bankers Trust Company, as Indenture Trustee, as their interests may appear." The Certificate Distribution Account and the Certificate Monthly Advance Account shall be entitled as follows: "ClassNotes Trust 1995-I [Certificate Distribution Account][Certificate Monthly Advance Account]."
(b) Funds on deposit in the Trust Accounts shall be invested by the Indenture Trustee and, in the case of the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as written instructions from the Administrator, on behalf of the last day of a Collection Period a payment in an amount less than Issuer; PROVIDED, HOWEVER, it is understood and agreed that the scheduled payment of Monthly P&I has been made Indenture Trustee and the Eligible Lender Trustee shall not be liable for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw any loss arising from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on Investments. All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Lender Trustee for the benefit of the Noteholders. All Issuer; provided that all interest and other investment income or other gain from (net of losses and investment of monies expenses) on funds on deposit therein shall be deposited in or credited to into the Collection Account and shall be paid by deemed to constitute a portion of the depository institution maintaining Available Funds for the Collection Account to related Note Distribution Date or Certificate Distribution Date. Funds on deposit in the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account Trust Accounts shall be deposited invested in or credited to Eligible Investments that will mature so that such account immediately upon receipt, and any loss resulting from such investment shall funds will be charged to such account. The maximum permissible maturities available at the close of any investments of business on the Business Day preceding the day on which funds in the Collection Accountapplicable Trust Account may be required to be withdrawn; PROVIDED, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, howeverHOWEVER, that if the Indenture Trustee is maintaining the applicable account, funds on deposit in such funds Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of the entity Indenture Trustee or of the Eligible Lender Trustee, in the case of the Certificate Distribution Account and Certificate Monthly Advance Account, which may mature so that is serving as such funds will be available on the following Business Day. Funds deposited in a Trust Account on a Business Day which immediately precedes a Note Distribution Date or Certificate Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of Eligible Lender Trustee with respect to the definition of Eligible Certificate Distribution Account and the Certificate Monthly Advance Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds shall possess all right, title and interest in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The all funds on deposit from time to time in the Payment Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and Certificate Monthly Advance Account) for the benefit of the Issuer. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Administrator, on behalf of the Issuer, agrees that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which the Surety Provider may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator, on behalf of the Issuer, agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Note Distribution Account Certificate Monthly Advance Account), the Administrator shall remain uninvestednotify the Indenture Trustee and the Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(dii) In With respect to the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Trust Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In additionProperty, the Indenture Trustee shall not in any way be held liable agrees (or, with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee agrees), by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.its acceptance thereof, that:
Appears in 1 contract
Samples: Sale and Servicing Agreement (Classnotes Trust 1995-1 Asset Backed Ser 1996-2)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012004-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, Agent and the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information, provided any such change may be made only with the prior written consent of the Insurer. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) . All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee such Eligible Investment is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments an obligation of the entity institution that is serving maintains such account or a fund for which such institution or affiliate thereof serves as Indenture Trustee (an investment advisor, administrator, shareholder, servicing agent and/or custodian or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of subcustodian, then such Eligible Account) that Investment shall mature on not later than the Business Day immediately prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(dc) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior Pursuant to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In additionSale and Servicing Agreement, the Indenture Trustee shall establish a trust account to be maintained Trustee, for the benefit of the Noteholders, has established and maintains in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers each of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Note Distribution Account, the Prefunding Reserve Account, the Pre-Funding Account, the Capitalized Interest Account, the Capitalized Pre-Funding Account, the Expense Account and the Capitalized Interest Monthly Advance Account. The Eligible Lender Trustee, for the benefit of the Certificateholders, has established and maintains in the name of the Eligible Lender Trustee the Certificate Distribution Account and the Certificate Monthly Advance Account. The foregoing accounts are referred to collectively as the "Trust Accounts". Each such Trust Account shall be an Eligible Deposit Account and, except for the Certificate Distribution Account and the Certificate Monthly Advance Account, shall be entitled as follows: "[Name of Account] for the benefit of [Trust 199_-_] and Bankers Trust Company, as Indenture Trustee, as their interests may appear." The Certificate Distribution Account and the Certificate Monthly Advance Account shall be entitled as follows: "[Trust 199_-_] [Certificate Distribution Account][Certificate Monthly Advance Account]."
(b) Funds on deposit in the Trust Accounts shall be invested by the Indenture Trustee and, in the case of the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as written instructions from the Administrator, on behalf of the last day of a Collection Period a payment in an amount less than Issuer; PROVIDED, HOWEVER, it is understood and agreed that the scheduled payment of Monthly P&I has been made Indenture Trustee and the Eligible Lender Trustee shall not be liable for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw any loss arising from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on Investments. All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Lender Trustee for the benefit of the Noteholders. All Issuer; provided that all interest and other investment income or other gain from (net of losses and investment of monies expenses) on funds on deposit therein shall be deposited in or credited to into the Collection Account and shall be paid by deemed to constitute a portion of the depository institution maintaining Available Funds for the Collection Account to related Note Distribution Date or Certificate Distribution Date. Funds on deposit in the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account Trust Accounts shall be deposited invested in or credited to Eligible Investments that will mature so that such account immediately upon receipt, and any loss resulting from such investment shall funds will be charged to such account. The maximum permissible maturities available at the close of any investments of business on the Business Day preceding the day on which funds in the Collection Accountapplicable Trust Account may be required to be withdrawn; PROVIDED, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, howeverHOWEVER, that if the Indenture Trustee is maintaining the applicable account, funds on deposit in such funds Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of the entity Indenture Trustee or of the Eligible Lender Trustee, in the case of the Certificate Distribution Account and Certificate Monthly Advance Account, which may mature so that is serving as such funds will be available on the following Business Day. Funds deposited in a Trust Account on a Business Day which immediately precedes a Note Distribution Date or Certificate Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and Certificate Monthly Advance Account) for the benefit of the Issuer. If, at any time, any of the Trust Accounts ceases to be an entity Eligible Deposit Account, the Administrator, on behalf of the Issuer, agrees that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which meets the criteria Surety Provider may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator, on behalf of the Issuer, agrees that, in clauses the event that any of the Trust Accounts are not accounts with the Indenture Trustee (i)(bor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), the Administrator shall notify the Indenture Trustee and the Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees (or, with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee agrees), by its acceptance thereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), and the Indenture Trustee (i)(cor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be Delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a financial intermediary (as such term is defined in Section 8-313(4) of the UCC) acting solely for the Indenture Trustee;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulation shall be Delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an "uncertificated security" under Article VIII of the UCC and that is not governed by clause (C) above shall be Delivered to the Indenture Trustee in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Account) that mature on Lender Trustee with the Business Day prior consent of the Indenture Trustee, to such instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts (or the Eligible Lender Trustee with respect to the Certificate Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(dCertificate Monthly Advance Account) In for the absence purpose of written direction as provided above, all funds held in permitting the Spread AccountMaster Servicer, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account Administrator or the Capitalized Interest Account, Eligible Lender Trustee to carry out its respective duties hereunder or under the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, Trust Agreement or permitting the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of to carry out its duties under the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible InvestmentsIndenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Transworld Insurance Co)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Master Servicer shall open, at a depository institution (which may be the same depository institution which is acting in Indenture Trustee or the capacity as Indenture TrusteeBank), the following accounts:accounts (the "Trust Accounts"):
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, in the name of the Indenture Trustee" Trustee (the "COLLECTION ACCOUNTCollection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders;
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" in the name of the Indenture Trustee (the "PAYAHEAD ACCOUNTSpread Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders;
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, in the name of the Indenture Trustee" Trustee (the "SPREAD ACCOUNTNote Distribution Account");) bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders; and
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" in the name of the Owner Trustee (the "NOTE DISTRIBUTION ACCOUNTCertificate Distribution Account");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (bearing a designation clearly indicating that the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (funds deposited therein are held for the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office benefit of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS")Certificateholders. The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related and Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Master Servicer shall give the IssuerIndenture Trustee, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, monies deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property Estate and all amounts, financial assets and investment property held in, monies deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Certificate Distribution Account and the Capitalized Interest Note Distribution Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c5.01(b).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Note Distribution Account and the Capitalized Interest Certificate Distribution Account shall be invested by the Indenture Trustee (if in Eligible Investments. Unless and until the Indenture Trustee maintains the applicable account)RIC is no longer an Eligible Investment, or on behalf of the Indenture Trustee by the depository institution maintaining all funds in such accountTrust Accounts, in each case that are available for investment in Eligible Investments only upon Investments, shall be invested in the written direction from RIC. If the Servicer or the InsurerRIC is no longer an Eligible Investment then, as described below. Subject subject to the limitations set forth herein, the Master Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account Indenture Trustee in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account foregoing Trust Accounts in Eligible InvestmentsInvestments other than the RIC; provided that (i) in the absence of such directions from the Master Servicer, the Insurer may so direct, and (ii) at any time during direct the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directionsIndenture Trustee. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account (including without limitation the RIC Reinvestment Earnings) shall be paid by the depository institution maintaining deposited in or credited to the Collection Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Servicer monthlyCollection Account. All income or other gain from investment of monies deposited in or credited to the Spread Account, Account (including without limitation the Prefunding Account and the Capitalized Interest Account RIC Reinvestment Earnings) shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Spread Account. All income or other gain from investment of monies deposited in or credited to the Note Distribution Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Note Distribution Account immediately upon receipt, and any loss resulting from such accountinvestment shall be charged to the Note Distribution Account. All income or other gain from investment of monies deposited in or credited to the Certificate Distribution Account (including without limitation the RIC Reinvestment Earnings) shall be deposited in or credited to the Certificate Distribution Account immediately upon receipt, and any loss resulting from such investment shall be charged to the Certificate Distribution Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account, the Note Distribution Account and the Capitalized Interest Certificate Distribution Account on any date shall not be later than the Servicer Report Date one Business Day immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of (other than the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible AccountRIC) that mature on the Business Day prior to such before the Distribution Date. The maximum permissible maturity of any investments of funds , or, in the Prefunding Account case of Commercial Paper or Proprietary Funds, that mature on any date shall the Distribution Date for a period not be later than the next to exceed one Business Day. No investment in Eligible Investments may be sold prior to its maturity. maturity and all investments in Proprietary Funds shall be for a period not to exceed one Business Day.
(i) The Indenture Trustee shall possess all right, title and interest in all funds on deposit from time to time in the Payment Account Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts, other than the Certificate Distribution Account, shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Note Certificateholders, as the case may be. The Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held be in the Spread Accountname of the Owner Trustee for the benefit of the Certificateholders. If, at any time, any of the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives Trust Accounts ceases to be conflicting directions regarding the investment of funds in the Collection an Eligible Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee (or the Master Servicer on its behalf) shall within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Account and shall transfer any cash and/or any investments to such new Trust Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:
(A) any Trust Account Property that is held in any way deposit accounts shall be held liable by reason solely in the Eligible Accounts, subject to the last sentence of any insufficiency in any of Section 5.01(c)(i); and each such Eligible Account shall be subject to the foregoing Trust Accounts held by or on behalf exclusive custody and continuous control of the Indenture Trustee resulting within the meaning of Section 9-104(a) of the applicable UCC, and the Indenture Trustee shall have sole signature authority with respect thereto;
(B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (i) of the definition of the term "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a Financial Intermediary acting solely for the Indenture Trustee;
(C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to Federal book-entry regulations shall be delivered in accordance with paragraph (ii) of the definition of the term "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(D) any Trust Account Property that is an "uncertificated security" under Article Eight of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (iii) of the definition of the term "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee's (or its nominee's) ownership of such security.
(iii) The Master Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from any investment loss on any Eligible Investmentsthe Trust Accounts for the purpose of permitting the Master Servicer or the Owner Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (WFS Receivables Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer Indenture Trustee shall open, at a depository institution (which may shall be the same depository institution which is acting in the capacity as Indenture Trustee)) and shall maintain at the Corporate Trust Office, the following accounts:
(i) an account denominated "Collection Account - OT 2001Account, ANRC Auto Owner Trust 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNTXxxxxxxxxx Xxxxxxx");
(ii) an account denominated "Payahead Account - OT 2001-ANote Distribution Account, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001ANRC Auto Owner Trust 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNTXxxx Xxxxxxxxxxxx Xxxxxxx");
(iviii) an account denominated "Note Distribution Account - OT 2001Spread Account, ANRC Auto Owner Trust 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNTSpread Xxxxxxx");; xxx
(viv) an a trust account denominated "Prefunding Account - OT 2001Payment Account, ANRC Auto Owner Trust 2000-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-AXxxxxxx Xxxxxxx" xxx, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together xxxether with the accounts described in clauses (i) through and (viii) above, the "TRUST ACCOUNTSTrust Accounts"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments, and the Indenture Trustee shall have sole dominion over the Trust Accounts. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule IIExhibit B. If at any time a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within 5 Business Days establish a new Trust Account, which is an Eligible Account, and shall transfer any cash or any investments from the prior account to the new Trust Account. The Servicer Indenture Trustee shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee Servicer and the Insurer at least five Business Days' prior written notice of any change in the location of any Trust Account and shall not change any related account identification informationinformation without the Insurer's prior written consent. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all Property. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c4.01(b).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if so long as the Indenture Trustee maintains the applicable account), ) or on behalf of the Indenture Trustee by the depository institution maintaining such account, account in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described belowInvestments. Subject to the limitations set forth herein, the Servicer may shall direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) as to invest such investment of funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible InvestmentsInvestments (which instructions may be in the form of standing instructions); provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, Indenture Trustee shall invest funds in the Collection Account and the Spread Account in Eligible Investments described in clause (iie) at any time during of the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directionsdefinition thereof. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies in the Collection Account shall be deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account monthly and any loss resulting from such reinvestment shall be charged to the Servicer monthlyCollection Account. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturitymaturity and, except as permitted in writing by the Rating Agencies and the Insurer, funds on deposit in the Collection Account and the Spread Account shall be invested in Eligible Investments that will mature no later than the Business Day immediately preceding the next Distribution Date. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments, except in its capacity as obligor thereunder.
(c) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof and subject at all times to the terms of the Securities Account Control Agreement, that:
(i) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Accounts, subject to Section 4.01(a), and each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;
(iii) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(iv) any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be delivered to the Indenture Trustee in accordance with clause (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, though continued registration of the Indenture Trustee's or its securities intermediary's (or its custodian's or its nominee's) ownership of such security. Effective upon delivery of any Trust Account Property in the form of physical property, book-entry securities or uncertificated securities, the Indenture Trustee shall be deemed to have purchased such Trust Account Property for value, in good faith and without notice of any adverse claim thereto. The Indenture Trustee shall not enter into any subordination or intercreditor agreement with respect to the Trust Account Property.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) The Administrator, for the benefit of the Noteholders and the Issuer, shall establish and maintain in the name of the Indenture Trustee an account denominated "Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Issuer. The Collection Account - OT 2001will have two separate sub-Aaccounts: the first, wherein collections with respect to the Group I Student Loans will be deposited for the benefit of the Group I Noteholders (the “Group I Collection Account Sub-Account”), and the second wherein collections with respect to the Group II Student Loans will be deposited for the benefit of the Group II Noteholders (the “Group II Collection Account Sub-Account”). The Chase Manhattan Bank, Collection Account will initially be established as a segregated account at KeyBank National Association in the name of the Indenture Trustee" . The Depositor will make an initial deposit on the Closing Date into (x) the "COLLECTION ACCOUNT");Group I Collection Account Sub-Account of cash or certain Eligible Investments equal to $0 and (y) the Group II Collection Account Sub-Account of cash or certain Eligible Investments equal to $0.
(ii) an account denominated "Payahead Account - OT 2001-AThe Administrator, The Chase Manhattan Bankfor the benefit of the Noteholders and the Issuer, as agent" shall establish and maintain in the name of the Indenture Trustee two Eligible Deposit Accounts (the "PAYAHEAD ACCOUNT"“Reserve Accounts”);, one with respect to the Group I Notes (the “Group I Reserve Account”) and the other with respect to the Group II Notes (the “Group II Reserve Account”) each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Issuer. The Reserve Accounts each initially will be established as segregated accounts at KeyBank National Association in the name of the Indenture Trustee. The Depositor will make an initial deposit on the Closing Date into (x) the Group I Reserve Account of cash or certain Eligible Investments equal to $915,175.00 and (y) the Group II Reserve Account of cash or certain Eligible Investments equal to $29,187,550.00.
(iii) an account denominated "Spread Account - OT 2001The Administrator, for the benefit of the Noteholders and the Issuer, shall establish and maintain in the name of the Indenture Trustee two Eligible Deposit Accounts (the “Pre-AFunding Accounts”), one with respect to the Group I Notes (the “Group I Pre-Funding Account”) and the other with respect to the Group II Notes (the “Group II Pre-Funding Account”) each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Issuer. The Chase Manhattan Bank, Pre-Funding Accounts each initially will be established as segregated accounts at KeyBank National Association in the name of the Indenture Trustee" . The Group I Pre-Funding Account will have two separate sub-accounts, the Group I Subsequent Student Loan Pre-Funding Sub-Account (the "SPREAD ACCOUNT"“Group I Subsequent Student Loan Pre-Funding Sub-Account”) and the Group I Other Student Loan Pre-Funding Sub-Account (the “Group I Other Student Loan Pre-Funding Sub-Account,” and together with the Group I Subsequent Student Loan Pre-Funding Sub-Account, the “Group I Pre-Funding Sub-Accounts”);. The Group II Pre-Funding Account will have two separate sub-accounts, the Group II Subsequent Student Loan Pre-Funding Sub-Account (the “Group II Subsequent Student Loan Pre-Funding Sub-Account”) and the Group II Other Student Loan Pre-Funding Sub-Account (the “Group II Other Student Loan Pre-Funding Sub-Account,” and together with the Group II Subsequent Student Loan Pre-Funding Sub-Account, the “Group II Pre-Funding Sub-Accounts”). The Depositor will make an initial deposit on the Closing Date into (x) the Group I Subsequent Student Loan Pre-Funding Sub-Account and the Group II Subsequent Student Loan Pre-Funding Sub-Account of cash or certain Eligible Investments equal to $70,537,732.77 (the “Group I Subsequent Student Loan Pre-Funded Amount”) and $107,000,000.00 (the “Group II Subsequent Student Loan Pre-Funded Amount”), respectively, to be used for the purchase of Subsequent Student Loans, and (y) the Group I Other Student Loan Pre-Funding Sub-Account and the Group II Other Student Loan Pre-Funding Sub-Account of cash or certain Eligible Investments equal to $15,000,000 (the “Group I Other Student Loan Pre-Funded Amount”) and $25,000,000 (the “Group II Other Student Loan Pre-Funded Amount”), respectively, to be used for the purchase of Other Student Loans.
(iv) an account denominated "Note Distribution Account - OT 2001-AThe Administrator, The Chase Manhattan Bankfor the benefit of the Noteholders and the Issuer, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained and maintain in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-Atwo Eligible Deposit Accounts (the “Escrow Accounts”), one with respect to the Group I Notes (the “Group I Escrow Account”) and the other with respect to the Group II Notes (the “Group II Escrow Account”) each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Issuer. The Chase Manhattan Bank, Escrow Accounts each initially will be established as segregated accounts at KeyBank National Association in the name of the Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of Depositor will make an initial deposit on the Closing Date are set forth on Schedule II. The Servicer shall give into (x) the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice Group I Escrow Account of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in cash or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in certain Eligible Investments pursuant equal to Section 4.01(c)$0 and (y) the Group II Escrow Account of cash or certain Eligible Investments equal to $0.
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts Funds on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread AccountReserve Accounts, the Prefunding Account Pre-Funding Accounts and the Capitalized Interest Account Escrow Accounts (collectively, the “Trust Accounts”) shall be invested by the Indenture Trustee (if or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments pursuant to written instructions by the Administrator; provided, however, it is understood and agreed that neither the Administrator nor the Indenture Trustee maintains shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by (or by any custodian on behalf of) the applicable account)Indenture Trustee for the benefit of the Noteholders and the Issuer; provided that on the Business Day preceding each Distribution Date all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Group I Collection Account Sub-Account (with respect to all Trust Accounts relating to the Group I Notes or the Group I Student Loans) or the Group II Collection Account Sub-Account (with respect to all Trust Accounts relating to the Group II Notes or the Group II Student Loans) and shall constitute a portion of the Group I or Group II Available Funds, respectively, for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Distribution Date; provided, however, that funds on deposit in Trust Accounts may be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee, on behalf of the related group of Noteholders, shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described belowTrust Estate. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction Administrator’s power to the Indenture Trustee, if instruct the Indenture Trustee is not the applicable depository institutionpursuant to paragraph (b) to invest funds in the Collection Accountabove and paragraph (c)(ii)(D) below, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments Trust Accounts shall be in under the name sole dominion and control of the Indenture Trustee for the benefit of the related group of Noteholders. All income or other gain from investment If, at any time, any of monies deposited in or credited the Trust Accounts ceases to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread an Eligible Deposit Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an entity which meets Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the criteria foregoing, the Administrator agrees that, in clauses (i)(b) or (i)(c) the event that any of the definition Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee, in writing, promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account) . In the event that mature on Key Bank USA, National Association is no longer the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Administrator and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In additionMaster Servicer, the Indenture Trustee shall not establish new Trust Accounts at an institution other than KeyBank National Association.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:
(A) any Trust Account Property that is held in any way deposit accounts shall be held liable by reason solely in Eligible Deposit Accounts, subject to the penultimate sentence of any insufficiency in any of Section 5.01(c)(i); and, subject to Section 5.01(b), each such Eligible Deposit Account shall be subject to the foregoing Trust Accounts held by or on behalf exclusive control of the Indenture Trustee, and the Indenture Trustee resulting shall have sole signature authority with respect thereto;
(B) any Trust Account Property shall be Delivered to the Indenture Trustee in accordance with the definition of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or such other Person acting solely for the Indenture Trustee as required for Delivery;
(C) In the event that KeyBank National Association or the Indenture Trustee acting in its capacity as securities intermediary, has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, KeyBank National Association or the Indenture Trustee acting in its capacity as securities intermediary hereby agrees that such security interest shall be subordinate to the security interest of KeyBank National Association or the Indenture Trustee, as applicable. The financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker’s lien, or any other right in favor of any person other than the Indenture Trustee (except that KeyBank National Association or the Indenture Trustee acting in its capacity as securities intermediary may set off (i) the face amount of any checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or insufficient funds, and (ii) with respect to Trust Accounts relating to the Group II Student Loans only, all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Trust Accounts.
(D) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Lender Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from any investment loss on any the Trust Accounts for the purpose of permitting the Master Servicer, the Administrator or the Eligible InvestmentsLender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2004-A)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20011998-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20011998-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20011998-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20011998-A, The Chase Manhattan Bank, Indenture Trustee" ") (the "NOTE DISTRIBUTION ACCOUNT");; and
(v) an account denominated "Prefunding Certificate Distribution Account - OT 20011998-A, The Chase Manhattan Bank, Indenture Co-Owner Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST CERTIFICATE DISTRIBUTION ACCOUNT"). 49 In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20011998-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (viv) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes Securities and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Co-Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Rule of 78's Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the NoteholdersNoteholders and the Certificateholders, as applicable. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Spread Account on any date shall not be later than the Servicer Report Date Day immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account Account, the Note Distribution and the Note Certificate Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Collection Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Spread Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer Indenture Trustee shall open, at a depository institution (which may shall be the same depository institution which is acting in the capacity as Indenture Trustee)) and shall maintain at the Corporate Trust Office, the following accounts:
(i) an account denominated "Collection Account - OT 2001Account, ANRC Auto Owner Trust 0000-AX, The Chase Manhattan Xxx Xxxxx Xxxxxxxxx Bank, Indenture Trustee" (the "COLLECTION ACCOUNTCollection Account");
(ii) an account denominated "Payahead Account - OT 2001Note Distribution Account, ANRC Auto Owner Trust 0000-AX, The Chase Manhattan Xxx Xxxxx Xxxxxxxxx Bank, as agentIndenture Trustee" (the "PAYAHEAD ACCOUNTNote Distribution Account");
(iii) an account denominated "Spread Account - OT 2001Account, ANRC Auto Owner Trust 0000-AX, The Chase Manhattan Xxx Xxxxx Xxxxxxxxx Bank, Indenture Trustee" (the "SPREAD ACCOUNTSpread Account");; and
(iv) an a trust account denominated "Note Distribution Account - OT 2001Payment Account, ANRC Auto Owner Trust 0000-AX, The Chase Manhattan Xxx Xxxxx Xxxxxxxxx Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNTAccount" and, together with the accounts described in clauses (i) through and (viii) above, the "TRUST ACCOUNTSTrust Accounts"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments, and the Indenture Trustee shall have sole dominion over the Trust Accounts. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule IIExhibit B. If at any time a Trust Account ceases to be an Eligible Account, the Indenture Trustee (or the Servicer on its behalf) shall within 5 Business Days establish a new Trust Account, which is an Eligible Account, and shall transfer any cash or any investments from the prior account to the new Trust Account. The Servicer Indenture Trustee shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee Servicer and the Insurer at least five Business Days' prior written notice of any change in the location of any Trust Account and shall not change any related account identification informationinformation without the Insurer's prior written consent. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all Property. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c4.01 (b).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account shall be invested by the Indenture Trustee (if so long as the Indenture Trustee maintains the applicable account), ) or on behalf of the Indenture Trustee by the depository institution maintaining such account, account in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described belowInvestments. Subject to the limitations set forth herein, the Servicer may shall direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) as to invest such investment of funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Spread Account in Eligible InvestmentsInvestments (which instructions may be in the form of standing instructions); provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, Indenture Trustee shall invest funds in the Collection Account and the Spread Account in Eligible Investments described in clause (iie) at any time during of the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directionsdefinition thereof. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies in the Collection Account shall be deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account monthly and any loss resulting from such reinvestment shall be charged to the Servicer monthlyCollection Account. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account the Spread Account immediately upon receipt, and any loss resulting from such investment shall be charged to such accountthe Spread Account. The maximum permissible maturities of any investments of funds in Eligible Investments made with respect to the Collection Account, Account and the Spread Account and the Capitalized Interest Account on any date shall not be will mature no later than the Servicer Report Date immediately Business Day preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such following Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturitymaturity and, except as permitted in writing by the Rating Agencies and the Insurer, funds on deposit in the Collection Account and the Spread Account shall be invested in Eligible Investments that will mature no later than the Business Day immediately preceding the next Distribution Date. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the The Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments, except in its capacity as obligor thereunder.
(c) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof and subject at all times to the terms of the Securities Control Agreement, that:
(i) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Accounts, subject to Section 4.01(a), and each such Eligible Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto;
(ii) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee;
(iii) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; and
(iv) any Trust Account Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be delivered to the Indenture Trustee in accordance with clause (c) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, pending maturity or disposition, though continued registration of the Indenture Trustee's or its securities intermediary's (or its custodian's or its nominee's) ownership of such security. Effective upon delivery of any Trust Account Property in the form of physical property, book-entry securities or uncertificated securities, the Indenture Trustee shall be deemed to have purchased such Trust Account Property for value, in good faith and without notice of any adverse claim thereto. The Indenture Trustee shall not enter into any subordination or intercreditor agreement with respect to the Trust Account Property.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Auto Nations Receivables Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNTAccount");
(ii) an account denominated "Payahead Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNTAccount"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012002-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012000-AD, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012000-AD, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012000-AD, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012000-AD, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012000-AD, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012000-AD, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012000-AD, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012003-AC, The JPMorgan Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, Agent and the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information, provided any such change may be made only with the prior written consent of the Insurer. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-AD, The Chase Manhattan BankCitibank, N.A., Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 20012000-AC, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 20012000-AC, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 20012000-AC, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 20012000-AC, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 20012000-AC, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 20012000-AC, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 20012000-AC, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
Establishment of Trust Accounts. (a) Prior Pursuant to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-A, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In additionSale and Servicing Agreement, the Indenture Trustee shall establish a trust account to be maintained Trustee, for the benefit of the Noteholders, has established and maintains in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers each of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Note Distribution Account, the Prefunding Reserve Account, the Pre-Funding Account, the Capitalized Interest Account, the Capitalized Pre-Funding Account, the Expense Account and the Capitalized Interest Monthly Advance Account. The Eligible Lender Trustee, for the benefit of the Certificateholders, has established and maintains in the name of the Eligible Lender Trustee the Certificate Distribution Account and the Certificate Monthly Advance Account. The foregoing accounts are referred to collectively as the "Trust Accounts". Each such Trust Account shall be an Eligible Deposit Account and, except for the Certificate Distribution Account and the Certificate Monthly Advance Account, shall be entitled as follows: "[Name of Account] for the benefit of ClassNotes Trust 1997-I and Bankers Trust Company, as Indenture Trustee, as their interests may appear." The Certificate Distribution Account and the Certificate Monthly Advance Account shall be entitled as follows: "ClassNotes Trust 1997-I [Certificate Distribution Account] [Certificate Monthly Advance Account]."
(b) Funds on deposit in the Trust Accounts shall be invested by the Indenture Trustee and, in the case of the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as written instructions from the Administrator, on behalf of the last day of a Collection Period a payment in an amount Issuer; PROVIDED, HOWEVER, that Certificateholders representing not less than 66-2/3% of the scheduled payment Outstanding Amount of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited the Certificates may, by written instructions to the Payahead Account Administrator, direct how such funds are invested in a preceding Collection Period in accordance with Sections 3.01 such Eligible Investments; PROVIDED, FURTHER, it is understood and 4.02(a), agreed that the Servicer Indenture Trustee and the Eligible Lender Trustee shall withdraw not be liable for any loss arising from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer investment in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on Investments. All such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested held by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Lender Trustee for the benefit of the Noteholders. All Issuer; provided that all interest and other investment income or other gain from (net of losses and investment of monies expenses) on funds on deposit therein shall be deposited in or credited to into the Collection Account and shall be paid by deemed to constitute a portion of the depository institution maintaining Available Funds for the Collection Account to related Note Distribution Date or Certificate Distribution Date. Funds on deposit in the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account Trust Accounts shall be deposited invested in or credited to Eligible Investments that will mature so that such account immediately upon receipt, and any loss resulting from such investment shall funds will be charged to such account. The maximum permissible maturities available at the close of any investments of business on the Business Day preceding the day on which funds in the Collection Accountapplicable Trust Account may be required to be withdrawn; PROVIDED, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, howeverHOWEVER, that if the Indenture Trustee is maintaining the applicable account, funds on deposit in such funds Trust Accounts may be invested by the Indenture Trustee in Eligible Investments of the entity Indenture Trustee or of the Eligible Lender Trustee in the case of the Certificate Distribution Account which may mature so that is serving as such funds will be available on the following Business Day. Funds deposited in a Trust Account on a Business Day which immediately precedes a Note Distribution Date or Certificate Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Trust Estate. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) for the benefit of the Issuer. If, at any time, any of the Trust Accounts ceases to be an entity Eligible Deposit Account, the Administrator, on behalf of the Issuer, agrees that it shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which meets the criteria Surety Provider may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator, on behalf of the Issuer, agrees that, in clauses the event that any of the Trust Accounts are not accounts with the Indenture Trustee (i)(bor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), the Administrator shall notify the Indenture Trustee and the Eligible Lender Trustee in writing promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees (or, with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account, the Eligible Lender Trustee agrees), by its acceptance thereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.1(c)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account), and the Indenture Trustee (i)(cor the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Certificate Monthly Advance Account) shall have sole signature authority with respect thereto;
(B) any Trust Account Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition of Eligible Account"Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee or such other Person acting solely for the Indenture Trustee as required for Delivery; and
(C) If the Indenture Trustee, in its capacity as securities intermediary, has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Trustee, in its capacity as securities intermediary, hereby agrees that mature on such security interest shall be subordinate to the Business Day prior to such Distribution Datesecurity interest of the Indenture Trustee, except as otherwise provided in the Indenture and for purposes provided for therein. The maximum permissible maturity financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any investments of funds in the Prefunding Account on any date shall not be later person other than the next Business DayIndenture Trustee (except that the Indenture Trustee, in its capacity as securities intermediary, may set off (i) all amounts due to it in respect of its customary fees and expenses for the routine maintenance and operation of the Trust Accounts, and (ii) the face amount of any checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or insufficient funds). No investment in Notwithstanding any provision herein to the contrary, the securities intermediary shall have a lien senior to that of the secured party for any amounts required for the settlement of any purchase of financial assets.
(iii) The Administrator shall have the power, revocable for cause or upon the occurrence and during the continuance of an Administrator Default by the Indenture Trustee or by the Eligible Investments may be sold prior Lender Trustee with the consent of the Indenture Trustee, to its maturity. The funds on deposit in instruct the Payment Indenture Trustee to make withdrawals and payments from the Trust Accounts (or the Eligible Lender Trustee with respect to the Certificate Distribution Account and the Note Distribution Account shall remain uninvested.
(dCertificate Monthly Advance Account) In for the absence purpose of written direction as provided above, all funds held in permitting the Spread AccountMaster Servicers, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account Administrator or the Capitalized Interest Account, Eligible Lender Trustee to carry out its respective duties hereunder or under the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, Trust Agreement or permitting the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of to carry out its duties under the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible InvestmentsIndenture.
Appears in 1 contract
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) The Administrator, for the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee an account denominated "Collection Eligible Deposit Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNTCollection Account");, bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Securities Insurer (with respect to collections with respect to the Group II Student Loans only) and the Swap Counterparty. The Collection Account will have two separate subaccounts: the first, wherein collections with respect to the Group I Student Loans will be deposited for the benefit of the Group I Noteholders and the Swap Counterparty (for amounts due under the Group I Interest Rate Swap) (the "Group I Collection Account Subaccount"), and the second wherein collections with respect to the Group II Student Loans will be deposited for the benefit of the Group II Noteholders, the Securities Insurer and the Swap Counterparty (for amounts due under the Group II Interest Rate Swap) (the "Group II Collection Account Subaccount"). The Collection Account will initially be established as a segregated trust account at KeyBank National Association in the name of the Indenture Trustee. The Depositor will make an initial deposit on the Closing Date into (x) the Group I Collection Account Subaccount of cash or certain Eligible Investments equal to $1,834,499 and (y) the Group II Collection Account Subaccount of cash or certain Eligible Investments equal to $743,299.
(ii) an account denominated "Payahead Account - OT 2001-AThe Administrator, The Chase Manhattan Bankfor the benefit of the Issuer, as agent" shall establish and maintain in the name of the Indenture Trustee two Eligible Deposit Accounts (the "PAYAHEAD ACCOUNTReserve Accounts");, one with respect to the Group I Notes (the "Group I Reserve Account") and the other with respect to the Group II Notes (the "Group II Reserve Account") each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Securities Insurer (with respect to the Group II Reserve Account only) and the Swap Counterparty. The Reserve Accounts each initially will be established as segregated trust accounts at KeyBank National Association in the name of the Indenture Trustee. The Depositor will make an initial deposit on the Closing Date into (x) the Group I Reserve Account of cash or certain Eligible Investments equal to $875,000 and (y) the Group II Reserve Account of cash or certain Eligible Investments equal to $13,500,000.
(iii) an account denominated "Spread Account - OT 2001-AThe Administrator, The Chase Manhattan Bankfor the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee" Trustee two Eligible Deposit Accounts (the "SPREAD ACCOUNTPre-Funding Accounts");, one with respect to the Group I Notes (the "Group I Pre-Funding Account") and the other with respect to the Group II Notes (the "Group II Pre-Funding Account") each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Securities Insurer (with respect to the Group II Pre-Funding Account only) and the Swap Counterparty. The Pre-Funding Accounts each initially will be established as segregated trust accounts at KeyBank National Association in the name of the Indenture Trustee. The Depositor will make an initial deposit on the Closing Date into (x) the Group I Pre-Funding Account of cash or certain Eligible Investments equal to $20,000,000 and (y) the Group II Pre-Funding Account of cash or certain Eligible Investments equal to $28,000,000.
(iv) an account denominated "Note Distribution Account - OT 2001-AThe Administrator, The Chase Manhattan Bankfor the benefit of the Issuer, shall establish and maintain in the name of the Indenture Trustee" Trustee two Eligible Deposit Accounts (the "NOTE DISTRIBUTION ACCOUNTEscrow Accounts");, one with respect to the Group I Notes (the "Group I Escrow Account") and the other with respect to the Group II Notes (the "Group II Escrow Account") each bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Issuer, the Securities Insurer (with respect to the Group II Escrow Account only) and the Swap Counterparty. The Escrow Accounts each initially will be established as segregated trust accounts at KeyBank National Association in the name of the Indenture Trustee. The Depositor will make an initial deposit on the Closing Date into (x) the Group I Escrow Account of cash or certain Eligible Investments equal to $0 and (y) the Group II Escrow Account of cash or certain Eligible Investments equal to $0.
(v) an account denominated "Prefunding Account - OT 2001-AThe Administrator, The Chase Manhattan Bankfor the benefit of the Issuer, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained and maintain in the Corporate Trust Office name of the Indenture Trustee denominated "Payment Account - OT 2001-A, The Chase Manhattan Bank, Indenture Trustee" two Eligible Deposit Accounts (the "PAYMENT ACCOUNT" andCap Accounts"), together one with respect to the accounts described in clauses Group I Notes (i) through (vi) above, the "TRUST ACCOUNTSGroup I Cap Account"). The Trust Accounts shall be Eligible Accounts (subject ) and the other with respect to the requirement Group II Notes (the "Group II Cap Account") each bearing a designation clearly indicating that the Payment Account must be maintained as provided in funds deposited therein are held for the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers benefit of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, Securities Insurer (with respect to the Trust Agent, Group II Cap Account only) and the Swap Counterparty. The Cap Accounts each initially will be established as segregated trust accounts at KeyBank National Association in the name of the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c)Trustee.
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts Funds on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread AccountReserve Accounts, the Prefunding Account Pre-Funding Accounts, the Cap Accounts, and the Capitalized Interest Account Escrow Accounts (collectively, the "Trust Accounts") shall be invested by the Indenture Trustee (if or any custodian or designated agent with respect to any amounts on deposit in such accounts) in Eligible Investments pursuant to written instructions by the Administrator; PROVIDED, HOWEVER, it is understood and agreed that neither the Administrator nor the Indenture Trustee maintains shall be liable for any loss arising from such investment in Eligible Investments. All such Eligible Investments shall be held by (or by any custodian on behalf of) the applicable account)Indenture Trustee for the benefit of the Issuer; provided that on the Business Day preceding each Distribution Date all interest and other investment income (net of losses and investment expenses) on funds on deposit therein shall be deposited into the Group I Collection Account Subaccount (with respect to all Trust Accounts relating to the Group I Notes or the Group I Student Loans) or the Group II Collection Account Subaccount (with respect to all Trust Accounts relating to the Group II Notes or the Group II Student Loans) and shall constitute a portion of the Group I or Group II Available Funds, respectively, for such Distribution Date. Other than as described in the following proviso or as otherwise permitted by the Rating Agencies, funds on deposit in the Trust Accounts shall be invested in Eligible Investments that will mature so that such funds will be available at the close of business on the Business Day preceding the following Distribution Date; PROVIDED, HOWEVER, that funds on deposit in Trust Accounts may, and all funds on deposit in the Cap Accounts shall, be invested in Eligible Investments of the Indenture Trustee which may mature so that such funds will be available on such Distribution Date. Funds deposited in a Trust Account on a Business Day which immediately precedes a Distribution Date upon the maturity of any Eligible Investments are not required to be invested overnight.
(i) The Indenture Trustee, on behalf of the related group of Noteholders, the Securities Insurer (with respect to Trust Accounts relating to the Group II Notes and Group II Student Loans only) and the Swap Counterparty, shall possess all right, title and interest in all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investments, proceeds and income shall be part of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described belowTrust Estate. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction Administrator's power to the Indenture Trustee, if instruct the Indenture Trustee is not the applicable depository institutionpursuant to paragraph (b) to invest funds in the Collection Accountabove and paragraph (c)(iii) below, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments Trust Accounts shall be in under the name sole dominion and control of the Indenture Trustee for the benefit of the related group of Noteholders. All income or other gain from investment of monies deposited in or credited , the Securities Insurer (with respect to Trust Accounts relating to the Collection Group II Notes and Group II Student Loans only) and the Swap Counterparty. If, at any time, any of the Trust Accounts ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Administrator on its behalf) agrees, by its acceptance hereto, that it shall within 5 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency and the Securities Insurer (with respect to Trust Accounts relating to the Group II Notes or Group II Student Loans and provided that no Securities Insurer Default has occurred and is continuing) may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash and/or any investments to such new Trust Account. In connection with the foregoing, the Administrator agrees that, in the event that any of the Trust Accounts are not accounts with the Indenture Trustee, the Administrator shall notify the Indenture Trustee, the Securities Insurer and the Swap Counterparty, in writing, promptly upon any of such Trust Accounts ceasing to be an Eligible Deposit Account. In the event that Key Bank USA National Association is no longer the Administrator and the Master Servicer, the Indenture Trustee shall, at the written direction of the Securities Insurer (with respect to the Trust Accounts relating to the Group II Notes or Group II Student Loans only and provided that no Securities Insurer Default has occurred and is continuing), establish new Trust Accounts at an institution other than KeyBank National Association.
(ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that:
(A) any Trust Account Property that is held in deposit accounts shall be held solely in Eligible Deposit Accounts, subject to the last sentence of Section 5.01(c)(i); and, subject to Section 5.01(b), each such Eligible Deposit Account shall be paid by the depository institution maintaining the Collection Account subject to the Servicer monthly. All income or other gain from investment exclusive custody and control of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receiptIndenture Trustee, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining shall have sole signature authority with respect thereto;
(B) any Trust Account Property shall be Delivered to the applicable accountIndenture Trustee in accordance with the definition of "Delivery" and shall be held, such funds may be invested pending maturity or disposition, solely by the Indenture Trustee or such other Person acting solely for the Indenture Trustee as required for Delivery;
(C) In the event that the Indenture Trustee, in Eligible Investments its capacity as securities intermediary has or subsequently obtains by agreement, operation of law or otherwise a security interest in the Trust Accounts or any security entitlement credited thereto, the Indenture Trustee, in its capacity as securities intermediary hereby agrees that such security interest shall be subordinate to the security interest of the entity that is serving as Indenture Trustee. The financial assets and other items deposited to the Trust Accounts will not be subject to deduction, set-off, banker's lien, or any other right in favor of any person other than the Indenture Trustee (except that the Indenture Trustee, in its capacity as securities intermediary may set off (i) the face amount of any checks which have been credited to the Trust Accounts but are subsequently returned unpaid because of uncollected or an entity which meets insufficient funds, and (ii) with respect to Trust Accounts relating the criteria in clauses (i)(b) Group II Notes or (i)(c) Group II Student Loans only and provided that a Securities Insurer Default has occurred and is continuing or the Securities Insurer has been removed pursuant to Section 8A.5 of the definition Indenture, all amounts due to it in respect of Eligible Account) that mature on its customary fees and expenses for the Business Day prior to such Distribution Date. The maximum permissible maturity routine maintenance and operation of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvestedTrust Accounts.
(dD) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default The Administrator shall have occurred the power, revocable for cause or upon the occurrence and be continuing, in which case during the directions continuance of the Servicer shall control unless a Servicer an Administrator Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, by the Indenture Trustee shall not in any way be held liable or the Securities Insurer (with respect to matters affecting the Group II Notes only) or by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf Eligible Lender Trustee with the consent of the Indenture Trustee resulting and the Securities Insurer (with respect to matters affecting the Group II Notes only), to instruct the Indenture Trustee to make withdrawals and payments from any investment loss on any the Trust Accounts for the purpose of permitting the Master Servicer, the Administrator or the Eligible InvestmentsLender Trustee to carry out its respective duties hereunder or permitting the Indenture Trustee to carry out its duties under the Indenture.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Keycorp Student Loan Trust 2001-A)
Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall open, at a depository institution (which may be the same depository institution which is acting in the capacity as Indenture Trustee), the following accounts:
(i) an account denominated "Collection Account - OT 2001-AC, The Chase Manhattan Bank, Indenture Trustee" (the "COLLECTION ACCOUNT");
(ii) an account denominated "Payahead Account - OT 2001-AC, The Chase Manhattan Bank, as agent" (the "PAYAHEAD ACCOUNT");
(iii) an account denominated "Spread Account - OT 2001-AC, The Chase Manhattan Bank, Indenture Trustee" (the "SPREAD ACCOUNT");
(iv) an account denominated "Note Distribution Account - OT 2001-AC, The Chase Manhattan Bank, Indenture Trustee" (the "NOTE DISTRIBUTION ACCOUNT");
(v) an account denominated "Prefunding Account - OT 2001-AC, The Chase Manhattan Bank, Indenture Trustee" (the "PREFUNDING ACCOUNT"); and
(vi) an account denominated "Capitalized Interest Account - OT 2001-AC, The Chase Manhattan Bank, Indenture Trustee" (the "CAPITALIZED INTEREST ACCOUNT"). In addition, the Indenture Trustee shall establish a trust account to be maintained in the Corporate Trust Office of the Indenture Trustee denominated "Payment Account - OT 2001-AC, The Chase Manhattan Bank, Indenture Trustee" (the "PAYMENT ACCOUNT" and, together with the accounts described in clauses (i) through (vi) above, the "TRUST ACCOUNTS"). The Trust Accounts shall be Eligible Accounts (subject to the requirement that the Payment Account must be maintained as provided in the immediately preceding sentence) and relate solely to the Notes and to the Contracts and, if applicable, the related Eligible Investments. The location and account numbers of the Trust Accounts as of the Closing Date are set forth on Schedule II. The Servicer shall give the Issuer, the Owner Trustee, the Trust Agent, the Indenture Trustee and the Insurer at least five Business Days' written notice of any change in the location of any Trust Account and any related account identification information. All amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Trust Accounts (other than the Payahead Account and investment income credited to the Collection Account and the Capitalized Interest Account) shall be part of the Trust Property and all amounts, financial assets and investment property held in, deposited in or credited to, from time to time, the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee in Eligible Investments pursuant to Section 4.01(c).
(b) If as of the last day of a Collection Period a payment in an amount less than the scheduled payment of Monthly P&I has been made for a Precomputed Contract with respect to which amounts have been deposited in or credited to the Payahead Account in a preceding Collection Period in accordance with Sections 3.01 and 4.02(a), the Servicer shall withdraw from the Payahead Account and deposit into the Collection Account by the fifth Business Day preceding the Distribution Date immediately succeeding such Collection Period the amount equal to the difference between such scheduled payment of Monthly P&I and such actual payment, to the extent available from amounts deposited in or credited to the Payahead Account with respect to such Contract. Amounts on deposit in the Payahead Account shall be invested by the depository institution maintaining the Payahead Account upon the written direction of the Servicer in Eligible Investments which mature not later than the fifth Business Day prior to the Distribution Date to which such amounts relate, and any earnings on such Eligible Investments shall be payable to the Servicer monthly. The Payahead Account and all amounts on deposit therein or credited thereto shall not be considered part of the Trust Property.
(c) All funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be invested by the Indenture Trustee (if the Indenture Trustee maintains the applicable account), or on behalf of the Indenture Trustee by the depository institution maintaining such account, in Eligible Investments only upon the written direction from the Servicer or the Insurer, as described below. Subject to the limitations set forth herein, the Servicer may direct the depository institution maintaining the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in writing (with a copy of such direction to the Indenture Trustee, if the Indenture Trustee is not the applicable depository institution) to invest funds in the Collection Account, the Spread Account, the Prefunding Account and the Capitalized Interest Account in Eligible Investments; provided that (i) in the absence of such directions from the Servicer, the Insurer may so direct, and (ii) at any time during the continuance of a Servicer Default, only the Insurer, or for so long as an Insurer Default shall have occurred and be continuing, only the Issuer, may give such investment directions. All such investments shall be in the name of the Indenture Trustee for the benefit of the Noteholders. All income or other gain from investment of monies deposited in or credited to the Collection Account shall be paid by the depository institution maintaining the Collection Account to the Servicer monthly. All income or other gain from investment of monies deposited in or credited to the Spread Account, the Prefunding Account and the Capitalized Interest Account shall be deposited in or credited to such account immediately upon receipt, and any loss resulting from such investment shall be charged to such account. The maximum permissible maturities of any investments of funds in the Collection Account, the Spread Account and the Capitalized Interest Account on any date shall not be later than the Servicer Report Date immediately preceding the Distribution Date next succeeding the date of such investment; provided, however, that if the Indenture Trustee is maintaining the applicable account, such funds may be invested by the Indenture Trustee in Eligible Investments of the entity that is serving as Indenture Trustee (or an entity which meets the criteria in clauses (i)(b) or (i)(c) of the definition of Eligible Account) that mature on the Business Day prior to such Distribution Date. The maximum permissible maturity of any investments of funds in the Prefunding Account on any date shall not be later than the next Business Day. No investment in Eligible Investments may be sold prior to its maturity. The funds on deposit in the Payment Account and the Note Distribution Account shall remain uninvested.
(d) In the absence of written direction as provided above, all funds held in the Spread Account, the Collection Account, the Prefunding Account and the Capitalized Interest Account shall remain uninvested. In addition, if the applicable depository institution receives what it perceives to be conflicting directions regarding the investment of funds in the Collection Account, the Spread Account, the Prefunding Account or the Capitalized Interest Account, the directions of the Insurer shall control unless an Insurer Default shall have occurred and be continuing, in which case the directions of the Servicer shall control unless a Servicer Default shall have occurred and be continuing, in which case the directions of the Issuer shall control. In addition, the Indenture Trustee shall not in any way be held liable by reason of any insufficiency in any of the foregoing Trust Accounts held by or on behalf of the Indenture Trustee resulting from any investment loss on any Eligible Investments.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Onyx Acceptance Financial Corp)
