Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement. (b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York. (c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4. (d) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement. (e) To the extent that the Indenture Trustee or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC. (f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that: (i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and (ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC. (g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that: (i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York; (ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 2 contracts
Samples: Indenture Supplement (RFS Holding LLC), Indenture Supplement (Synchrony Credit Card Master Note Trust)
Investment of Accounts. (a) Except So long as provided no default or Event of Default shall have occurred and be continuing, and consistent with any requirements of the Code, all or a portion of any Account which is not by the terms of this Agreement to be held uninvested shall be invested and reinvested by the Trustee or the Spread Account Custodian, as directed in writing by the Servicer, in one or more Permitted Instruments in the following sentencename of the Trustee, to the extent there are uninvested amounts deposited bearing interest or sold at a discount. No such investment in the Series AccountsCertificate Account, the Issuer Pre-Funding Account, the Capitalized Interest Account and the Spread Account shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To Business Day immediately preceding the extent there are uninvested amounts deposited into any Series next Remittance Date and no such investment in the Expense Account on a Transfer Date for distribution on shall mature later than the related Payment DateBusiness Day immediately preceding the date such funds will be needed to pay fees or premiums; PROVIDED, HOWEVER, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at any affiliate thereof, may be the obligor on any investment which otherwise qualifies as a depository institution Permitted Instrument and any investment on which the Trustee is the obligor may mature on such Remittance Date or trust company that has entered into an agreement with date when needed, as the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreementcase may be.
(b) To If any amounts are needed for disbursement from any Account held by the extent that there are any other agreements with the Indenture Trustee or the Spread Account Custodian governing the Series Accounts (any or each of and sufficient uninvested funds are not available to make such agreements, also an “Account Agreement”)disbursement, the parties agree that each and every such agreement is hereby amended Trustee or the Spread Account Custodian shall cause to provide that with respect be sold or otherwise converted to the Series Accounts, the law applicable to all issues specified in Article 2(1) cash a sufficient amount of the Hague Securities Convention investments in such Account. Neither the Trustee nor the Spread Account Custodian shall be the laws of the State of New Yorkliable for any investment loss or other charge resulting therefrom.
(c) On each Transfer Date with respect Subject to Section 12.01 hereof, neither the Trustee nor the Spread Account Custodian shall in any way be held liable by reason of any insufficiency in any Account held by the Trustee or the Spread Account Custodian resulting from any investment loss on any Permitted Instrument included therein (except to the Controlled Accumulation Period and on extent that the first Transfer Date with respect to Trustee is the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4obligor thereon).
(d) Principal Accumulation Investment Proceeds (including reinvested interest) The Trustee and the Spread Account Custodian shall not be considered part of the amounts on deposit invest and reinvest funds in the Principal Accumulation Accounts held by the Trustee or the Spread Account for purposes of this Indenture SupplementCustodian to the fullest extent practicable, in such manner as the Servicer shall from time to time direct in writing, but only in one or more Permitted Instruments.
(e) To the extent that the Indenture Trustee All income or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely other gain from investments in any Account held by the law of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC.
(f) To the extent that the Indenture Trustee or the Spread Account Custodian shall hold Permitted Investments that constitute investment property as a securities intermediarybe deposited in such Account, immediately on receipt, and the Indenture Trustee or the CustodianSpread Account Custodian shall notify the Servicer of any loss resulting from such investments. The Servicer shall remit the amount of any such loss from its own funds, as applicable and in each case in its capacity as securities intermediarywithout reimbursement therefor, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of to the relevant UCC, that Trustee or the Spread Account Custodian for deposit in the ordinary course Account from which the related funds were withdrawn for investment by the next Determination Date following receipt by the Servicer of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCCnotice.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Money Store Commercial Mortgage Inc), Pooling and Servicing Agreement (Money Store Commercial Mortgage Inc)
Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(d) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(e) On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or on deposit; provided, that after the maturity of the Series 2017-2 Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount.
(f) To the extent that the Indenture Trustee or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC.
(fg) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(gh) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 2 contracts
Samples: Indenture Supplement (Synchrony Credit Card Master Note Trust), Indenture Supplement (Synchrony Credit Card Master Note Trust)
Investment of Accounts. (a) Except So long as provided in the following sentence, to Note Purchaser shall not have notified the extent there are uninvested amounts deposited in Indenture Trustee of the Series Accountsoccurrence of an Event of Default under the Indenture, the Issuer Indenture Trustee shall cause such amounts all or any portion of the Accounts to be invested and reinvested, in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) name of the definition of “Permitted Investments” held at the Indenture Trustee or its nominee, as the Indenture Trustee may be directed in writing by the Trust (or by the Servicer on behalf of the Trust) and at the expense and risk of the Trust, in one or more Permitted Investments bearing interest or sold at a depository institution discount; provided that, if the Trust causes to be delivered to the Note Purchaser an opinion of counsel, in form and substance reasonably satisfactory to the Note Purchaser to the effect that permitting the Servicer directly to instruct the Indenture Trustee with respect to the investment of funds in the Trust Estate Accounts will not adversely affect the perfection of the Indenture Trustee's Lien thereon, the Servicer may so instruct the Indenture Trustee regarding the investment and reinvestment of funds held in the Accounts in Permitted Investments. If the Note Purchaser shall have notified the Indenture Trustee of the occurrence of an Event of Default under the Indenture, however, the Note Purchaser may direct such investments, neither the Trust nor the Servicer shall have any further right or trust company that has entered into an agreement with the Issuer power to direct such investments, and the Indenture Trustee in accordance with shall follow such directions as it may receive from the Custody and Control AgreementNote Purchaser notwithstanding any directions the Indenture Trustee may have received from the Trust or the Servicer.
(b) To the extent that there If any amounts are needed for disbursement from any other agreements with Account and sufficient uninvested funds are not available to make such disbursement, the Indenture Trustee shall cause to be sold or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended otherwise converted to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) cash a sufficient amount of the Hague Securities Convention investments in such Account to permit the required disbursement to be made in full. No investments shall be liquidated prior to maturity unless the laws of the State of New Yorkproceeds thereof are needed for disbursement.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(d) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(e) To the extent that the Indenture Trustee or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the The Indenture Trustee shall hold not in any way be held liable by reason of any insufficiency in any Account resulting from any loss on any Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities ConventionInvestment included therein.
Appears in 1 contract
Samples: Sale and Servicing Agreement (American Business Financial Services Inc /De/)
Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(dc) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(ed) To On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Trustee Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicableon deposit; provided, that (i) after the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law maturity of the State Series 2015-2 Notes has been accelerated as a result of New York an Event of Default, all Investment Earnings shall govern all issues specified be added to the balance on deposit in Article 2(1) the Spread Account and treated like the rest of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCCAvailable Spread Account Amount.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Investment of Accounts. (a) Except Consistent with any requirements of the Code, with respect to the Collection Account and the Certificate Account, all or a portion of either such Account shall be invested and reinvested by the Trustee as provided directed in writing by the Servicer in one or more Eligible Investments bearing interest or sold at a discount. The bank serving as Trustee or any affiliate thereof may be the obligor on any investment which otherwise qualifies as an Eligible Investment. The Servicer hereby directs the Trustee to invest all amounts as may from time to time be in the following sentenceCertificate Account in The First National Bank of Chicago's Corporate Trust Short Term Investment Fund, to the extent there are uninvested amounts deposited so long as it is an Eligible Investment and for so long as such investment direction is not revoked in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected writing by the Issuer that Servicer. No investment in any Account shall mature no later than the following Transfer Date. To Business Day immediately preceding the extent there Business Day on which the funds in such Account which are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts so invested are required under this Agreement to be invested overnight remitted from such Account. The Trustee shall not be liable for interest or compensation on uninvested funds except as may be specifically agreed in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreementwriting.
(b) To If any amounts are needed for disbursement from any Account held by the extent that there Trustee and sufficient uninvested funds are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of not available to make such agreements, also an “Account Agreement”)disbursement, the parties agree that each and every such agreement is hereby amended Trustee shall cause to provide that with respect be sold or otherwise converted to the Series Accounts, the law applicable to all issues specified in Article 2(1) cash a sufficient amount of the Hague Securities Convention shall investments in such Account. No investments will be liquidated prior to maturity unless the laws of the State of New Yorkproceeds thereof are needed for disbursement.
(c) On each Transfer Date with respect Subject to Section 10.01 hereof, the Trustee shall not in any way be held liable by reason of any insufficiency in the Collection Account held by the Trustee resulting from any loss on any Eligible Investment included therein (except to the Controlled Accumulation Period and on extent that the first Transfer Date with respect to bank serving as Trustee is the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4obligor thereon).
(d) Principal Accumulation Investment Proceeds If the Servicer shall have failed to give investment directions to the Trustee with respect to the investment of amounts in either Account, then the Trustee shall invest (including reinvested interesti) shall not be considered part of the amounts on deposit in the Principal Accumulation Certificate Account for purposes in The First National Bank of this Indenture SupplementChicago's Corporate Trust Short Term Investment Fund, so long as it is an Eligible Investment, subject to the maturity requirement set forth in Section 7.05(a) above and (ii) amounts in the Collection Account in money market funds described in Section 7.07(h), which shall be redeemable without penalty no later than the Business Day immediately preceding the next Determination Date.
(e) To All income or other gain from investments in any Account shall be deposited in such Account immediately on receipt, subject to withdrawal for the extent account of the Servicer in accordance with Section 8.08(b), and any loss resulting from such investments shall be charged to such Account, as appropriate, subject to the requirement of Section 8.08(b) that the Indenture Trustee or Custodian Servicer contribute funds in an amount equal to such loss. Income from investments in the Certificate Account shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely be payable by the law of New York and that Trustee to the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting Servicer as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCCrealized.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)
Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(dc) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(ed) To On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Trustee Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicableon deposit; provided, that (i) after the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law maturity of the State Series 2015-4 Notes has been accelerated as a result of New York an Event of Default, all Investment Earnings shall govern all issues specified be added to the balance on deposit in Article 2(1) the Spread Account and treated like the rest of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCCAvailable Spread Account Amount.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(d) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(e) [On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or on deposit; provided, that after the maturity of the Series 20[●]-[●] Notes has been accelerated as a result of an Event of Default, all Investment Earnings shall be added to the balance on deposit in the Spread Account and treated like the rest of the Available Spread Account Amount.]
(f) To the extent that the Indenture Trustee or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC.
(fg) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(gh) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "“qualifying office" ” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Samples: Indenture Supplement (Synchrony Credit Card Master Note Trust)
Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(dc) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(ed) To On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Trustee Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicableon deposit; provided, that (i) after the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law maturity of the State Series 20[●]-[●] Notes has been accelerated as a result of New York an Event of Default, all Investment Earnings shall govern all issues specified be added to the balance on deposit in Article 2(1) the Spread Account and treated like the rest of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCCAvailable Spread Account Amount.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Samples: Indenture Supplement (Synchrony Credit Card Master Note Trust)
Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(dc) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(ed) To On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Trustee Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicableon deposit; provided, that (i) after the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law maturity of the State Series 2016-1 Notes has been accelerated as a result of New York an Event of Default, all Investment Earnings shall govern all issues specified be added to the balance on deposit in Article 2(1) the Spread Account and treated like the rest of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCCAvailable Spread Account Amount.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Samples: Indenture Supplement (Synchrony Credit Card Master Note Trust)
Investment of Accounts. (a) Except as provided Any amounts in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts any Account permitted or required to be invested in Permitted Investments selected by the Issuer that Indenture Trustee pursuant to this Section 5.3 shall be invested in Eligible Investments;
(b) no such Eligible Investments shall mature no later than the following Transfer Business Day immediately preceding the related Payment Date. To ; provided that Eligible Investments which are obligations of the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution financial institution serving as Indenture Trustee may mature on the related Payment Date;
(c) every Eligible Investment made pursuant to this Section 5.3 shall be held until maturity;
(d) amounts on deposit in the Insured Amounts Account shall not be invested;
(e) the Indenture Trustee shall invest amounts on deposit in the Certificate Distribution Account for the benefit of the Certificateholders at the written direction of the Depositor;
(f) the Indenture Trustee shall invest amounts on deposit in the Trustee Collection Account for the benefit of the Certificateholders at the written direction of the Depositor;
(g) the Indenture Trustee shall invest amounts on deposit in the Reserve Account for the benefit of the Certificateholders at the written direction of the Depositor;
(h) the Indenture Trustee shall invest amounts on deposit in the Swap Counterparty Reserve Account for the benefit of the Certificateholders at the written direction of the Depositor;
(i) the Indenture Trustee shall invest amounts on deposit in the Swap Counterparty Floor Account for the benefit of the Certificateholders at the written direction of Depositor;
(j) on each Payment Date, all investment income earned on each Account listed in clauses (e) through (i) above during such Accural Period shall be deposited by the Indenture Trustee into the Certificate Distribution Account and distributed to the Certificateholders as Additional Certificate Interest;
(k) all income or gain from investments in any Account held by the Indenture Trustee shall be deposited into such Account immediately upon receipt, and any loss resulting from such investments shall be the responsibility of the party directing the Indenture Trustee to make such Investment;
(l) the Indenture Trustee shall not in any way be held liable by reason of any loss or any insufficiency in any Account held by the Indenture Trustee resulting from any loss on any Eligible Investment included therein (except to the extent that the financial institution serving as Indenture Trustee is the obligor thereon); and
(m) if the Indenture Trustee has not received any written direction as contemplated in Sections 5.3(e)-(i) above, the Issuer amount on deposit in the respective accounts shall cause such amounts to be invested overnight in Permitted Eligible Investments described listed in clause Clause (bh) of the definition of “Permitted Eligible Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(d) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(e) To the extent that the Indenture Trustee or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicable, that (i) the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCC.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Thornburg Mortgage Asset Corp)
Investment of Accounts. (a) Except So long as provided no Event of Servicing Termination shall have occurred and be continuing, all or a portion of any Account held and maintained by the Indenture Trustee may be invested by the Indenture Trustee in the following sentence, to the extent there are uninvested case of amounts deposited on deposit in the Series AccountsCollection Account, the Issuer Reinvestment Account and the Revolving Period Funding Account, in Deutsche Treasury Money Fund, Fund 542. No investment in any Account shall cause such amounts to be invested mature later than the Business Day immediately preceding the next Payment Date. All investments in Permitted Investments selected by the Issuer that Deutsche Treasury Money Fund, Fund 542 shall mature no later than the following Transfer Date. To Servicer Remittance Date and any other date prior to such Payment Date as may be approved by the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer Rating Agencies and the Indenture Trustee in accordance with the Custody and Control AgreementInsurer).
(b) To the extent that there If any amounts are needed for disbursement from any other agreements with Account held by the Indenture Trustee or Custodian governing the Series Accounts (any or each of and sufficient uninvested funds are not available to make such agreements, also an “Account Agreement”)disbursement, the parties agree that each and every such agreement is hereby amended Indenture Trustee shall cause to provide that with respect be sold or otherwise converted to the Series Accounts, the law applicable to all issues specified in Article 2(1) cash a sufficient amount of the Hague Securities Convention shall be the laws of the State of New Yorkinvestments in such Account.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer The Indenture Trustee shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit not in any way be held liable for any investment loss or charge or any insufficiency in the Principal Accumulation Reinvestment Account for application as Available Finance Charge Collections or the Revolving Period Funding Account held by the Indenture Trustee resulting from any investment loss on any investment in the Deutsche Treasury Money Fund, Fund 542 included therein unless the Indenture Trustee’s failure to perform in accordance with this Section 4.4.
is the cause of such loss or charge (d) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(e) To except to the extent that the Indenture Trustee or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with is the obligor and has defaulted thereon). The Indenture Trustee shall have no liability in respect of losses incurred as a result of the liquidation of any investment made with funds on deposit in the Collection Account, the Reinvestment Account and the Revolving Period Funding Account prior to its stated maturity or Custodianthe failure of the Servicer to provide timely written investment direction.
(d) Notwithstanding the foregoing, funds in the Payment Account shall remain uninvested.
(e) All net income and gain realized from investment of, and all earnings on, funds deposited in the Collection Account, the Reinvestment Account and the Revolving Period Funding Accounts through the second day preceding the day on which such funds are to be deposited in the Payment Account and the Revolving Period Funding Account, as applicable, that shall be for the benefit of the Servicer as servicing compensation (in addition to the Servicing Fee) and all net income and gain realized from investment of, and all earnings on, funds deposited (i) in the account agreement establishing a securities account with such institution shall provide that Collection Account, the account agreement is governed solely by Reinvestment Account and the law of New York Revolving Period Funding Account from the day preceding the day on which funds are to be deposited in the Payment Account and that the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention; Revolving Period Funding Account, as applicable, and (ii) such institution acting as securities intermediary in the Revolving Period Funding Account shall have be for the benefit of the Servicer, and shall continue be subject to have at all relevant times one withdrawal on or more offices (within before the meaning first Business Day of the Hague Securities Convention) month following the month in which such income or gain is received. The Servicer shall deposit in the United States Collection Account, the Reinvestment Account, the Payment Account and the Revolving Period Funding Account, as the case may be, the amount of America any loss incurred in respect of any investments held therein which satisfies the “qualifying office” condition provided is in the second sentence of Article 4(1) excess of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC income and not otherwise defined herein shall have the meaning set forth in the New York UCCgain thereon immediately upon realization of such loss from its own funds, without any right to reimbursement therefor.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
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Investment of Accounts. (a) Except as provided in the following sentence, to the extent there are uninvested amounts deposited in the Series Accounts, the Issuer shall cause such amounts to be invested in Permitted Investments selected by the Issuer that mature no later than the following Transfer Date. To the extent there are uninvested amounts deposited into any Series Account on a Transfer Date for distribution on the related Payment Date, the Issuer shall cause such amounts to be invested overnight in Permitted Investments described in clause (b) of the definition of “Permitted Investments” held at the Indenture Trustee or at a depository institution or trust company that has entered into an agreement with the Issuer and the Indenture Trustee in accordance with the Custody and Control Agreement.
(b) To the extent that there are any other agreements with the Indenture Trustee or Custodian governing the Series Accounts (any or each of such agreements, also an “Account Agreement”), the parties agree that each and every such agreement is hereby amended to provide that with respect to the Series Accounts, the law applicable to all issues specified in Article 2(1) of the Hague Securities Convention shall be the laws of the State of New York.
(c) On each Transfer Date with respect to the Controlled Accumulation Period and on the first Transfer Date with respect to the Early Amortization Period, the Issuer shall transfer from the Principal Accumulation Account to the Finance Charge Account the Principal Accumulation Investment Proceeds on deposit in the Principal Accumulation Account for application as Available Finance Charge Collections in accordance with Section 4.4.
(dc) Principal Accumulation Investment Proceeds (including reinvested interest) shall not be considered part of the amounts on deposit in the Principal Accumulation Account for purposes of this Indenture Supplement.
(ed) To On each Transfer Date (but subject to Section 4.11(a)), the Investment Earnings, if any, credited since the preceding Transfer Date on funds on deposit in the Spread Account shall be retained in the Spread Account (to the extent that the Available Spread Account Amount is less than the Required Spread Account Amount) and, on or before the related Payment Date, the balance, if any, shall be paid to the holders of the Transferor Interest. For purposes of determining the availability of funds or the balance in the Spread Account for any reason under this Indenture Trustee Supplement (subject to Section 4.11(a)), all Investment Earnings shall be deemed not to be available or Custodian shall hold Permitted Investments that constitute investment property through a securities intermediary, such securities intermediary shall agree with the Indenture Trustee or Custodian, as applicableon deposit; provided, that (i) after the account agreement establishing a securities account with such institution shall provide that the account agreement is governed solely by the law of New York and that the law maturity of the State Series 2015-3 Notes has been accelerated as a result of New York an Event of Default, all Investment Earnings shall govern all issues specified be added to the balance on deposit in Article 2(1) the Spread Account and treated like the rest of the Hague Securities Convention; and (ii) such institution acting as securities intermediary shall have and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America which satisfies the “qualifying office” condition provided in the second sentence of Article 4(1) of the Hague Securities Convention. Terms used in the preceding sentence that are defined in the New York UCC and not otherwise defined herein shall have the meaning set forth in the New York UCCAvailable Spread Account Amount.
(f) To the extent that the Indenture Trustee or the Custodian shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee or the Custodian, as applicable and in each case in its capacity as securities intermediary, represents that:
(i) it is a “securities intermediary,” as such term is defined in Section 8-102(a)(14)(B) of the relevant UCC, that in the ordinary course of its business maintains "securities accounts" for others, as such term is used in Section 8-501 of the relevant UCC, and an “intermediary” as defined in the Hague Securities Convention; and
(ii) the Indenture Trustee is not a “clearing corporation,” as such term is defined in Section 8-102(a)(5) of the relevant UCC.
(g) To the extent that the Indenture Trustee shall hold Permitted Investments that constitute investment property as a securities intermediary, the Indenture Trustee, in its capacity as securities intermediary, agrees that:
(i) pursuant to Section 8-110(e)(1) of the relevant UCC for purposes of the relevant UCC and the Hague Securities Convention, the local law of the jurisdiction of the Indenture Trustee as securities intermediary is the law of the State of New York. Further, the law of the State of New York shall govern all issues specified in Article 2(1) of the Hague Securities Convention, the “securities intermediary's jurisdiction” as defined in the relevant UCC shall be the State of New York;
(ii) the Indenture Trustee has and shall continue to have at all relevant times one or more offices (within the meaning of the Hague Securities Convention) in the United States of America, which satisfies the "qualifying office" condition provided in the second sentence of Article 4(1) of the Hague Securities Convention.
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