Common use of Note Distribution Account, Reserve Fund and Lock–Boxes Clause in Contracts

Note Distribution Account, Reserve Fund and Lock–Boxes. (a) On or before the Closing Date, the Servicer shall establish the Note Distribution Account and the Reserve Fund with and in the name of the Indenture Trustee for the benefit of the Securityholders and the Hedge Counterparties. The Servicer and Indenture Trustee are hereby required to ensure that each of the Note Distribution Account and Reserve Fund is established and maintained as an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within ten (10) Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution. Each Qualified Institution maintaining an Eligible Deposit Account shall agree in writing to comply with all instructions originated by the Indenture Trustee or, with respect to the Principal and Interest Account only, the Servicer directing disposition of the funds in the Eligible Deposit Account without the further consent of the Trust Depositor. (b) If the Servicer so directs (or, if the Servicer does not so direct, the Trust Depositor has the right to direct), in writing, the Indenture Trustee shall accept such directions as directions of the Issuer and shall invest the amounts in the Note Distribution Account and the Reserve Fund in Permitted Investments of the type specified in such written direction that mature or are withdrawable not later than the next succeeding Determination Date, except for investments in Section (vi) of the definition of Permitted Investments. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds other than in connection with the withdrawal or liquidation of such investments and the transfer of such funds as provided herein on or prior to the next succeeding Determination Date. Funds in the Note Distribution Account and Reserve Fund not so invested must be insured to the extent and the amount permitted by law by BIF or SAIF of the FDIC. Subject to the restrictions herein, the Servicer or Indenture Trustee may purchase a Permitted Investment from itself or an Affiliate with respect to investment of funds in the Trust Accounts. Subject to the other provisions hereof, the Servicer in the case of the Principal and Interest Account and the Indenture Trustee in the case of all other Trust Accounts shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Servicer or its agent or the Indenture Trustee or its agent, as applicable, together with each document of transfer, if any, necessary to transfer title to such investment to the Servicer or Indenture Trustee, as applicable, in a manner which complies with this Section 7.01. All Investment Earnings on investments of funds in the Trust Accounts shall be deposited in the Interest Collection Account pursuant to Section 7.01 and distributed on the next Remittance Date pursuant to Section 7.05. The Trust Depositor and the Issuer agree and acknowledge that the Servicer and Indenture Trustee are to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. In the absence of timely written direction from the Servicer or the Trust Depositor, the Indenture Trustee shall invest amounts in the Note Distribution Account and Reserve Fund Account in Permitted Investments of the type specified in clause (vi) of the definition of Permitted Investments herein. (c) The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, various Obligor Lock—Boxes and Obligor Lock—Box Accounts, for the deposit of the amounts representing payments sent by Obligors with respect to certain Revolving Loans. The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, the Lock—Box and the Lock—Box Account, for the deposit of the amounts representing payments sent by Obligors and Obligor Lock—Box Banks, as applicable, with respect to Loans pledged to the Indenture Trustee as well as with respect to loans not pledged to the Indenture Trustee. The Servicer, as agent for the Issuer, and the Originator will cause each Obligor Lock—Box Bank to deposit within two (2) Business Days of receipt all Collections that have been sent to such Obligor Lock—Box Bank into the Lock Box Account, and within two (2) Business Days of the deposit into the Lock—Box or the Lock Box Account, the Servicer and the Originator will cause the Lock—Box Bank to cause the amounts in the Lock Box Account to be deposited into the Principal and Interest Account.

Note Distribution Account, Reserve Fund and Lock–Boxes. (a) On or before the Closing Date, the Servicer shall establish the Note Distribution Account and the Reserve Fund with and in the name of the Indenture Trustee for the benefit of the Securityholders and the Hedge Counterparties. The Servicer and Indenture Trustee are hereby required to ensure that each of the Note Distribution Account and Reserve Fund is established and maintained as an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within ten (10) Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution. Each Qualified Institution maintaining an Eligible Deposit Account shall agree in writing to comply with all instructions originated by the Indenture Trustee or, with respect to the Principal and Interest Account only, the Servicer directing disposition of the funds in the Eligible Deposit Account without the further consent of the Trust Depositor. (b) If the Servicer so directs (or, if the Servicer does not so direct, the Trust Depositor has the right to direct), in writing, the Indenture Trustee shall accept such directions as directions of the Issuer and shall invest the amounts in the Note Distribution Account and the Reserve Fund in Permitted Investments of the type specified in such written direction that mature or are withdrawable not later than the next succeeding Determination Date, except for investments in Section (vi) of the definition of Permitted Investments. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds other than in connection with the withdrawal or liquidation of such investments and the transfer of such funds as provided herein on or prior to the next succeeding Determination Date. Funds in the Note Distribution Account and Reserve Fund not so invested must be insured to the extent and the amount permitted by law by BIF or SAIF of the FDIC. Subject to the restrictions herein, the Servicer or Indenture Trustee may purchase a Permitted Investment from itself or an Affiliate with respect to investment of funds in the Trust Accounts. Subject to the other provisions hereof, the Servicer in the case of the Principal and Interest Account and the Indenture Trustee in the case of all other Trust Accounts shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Servicer or its agent or the Indenture Trustee or its agent, as applicable, together with each document of transfer, if any, necessary to transfer title to such investment to the Servicer or Indenture Trustee, as applicable, in a manner which complies with this Section 7.01. All Investment Earnings on investments of funds in the Trust Accounts shall be deposited in the Interest Collection Account pursuant to Section 7.01 and distributed on the next Remittance Payment Date pursuant to Section 7.05. The Trust Depositor and the Issuer agree and acknowledge that the Servicer and Indenture Trustee are to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. In the absence of timely written direction from the Servicer or the Trust Depositor, the Indenture Trustee shall invest amounts in the Note Distribution Account and Reserve Fund Account in Permitted Investments of the type specified in clause (vi) of the definition of Permitted Investments herein. (c) The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, various Obligor Lock—Lock – Boxes and Obligor Lock—Lock – Box Accounts, for the deposit of the amounts representing payments sent by Obligors with respect to certain Revolving Loans. The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, the Lock—Lock – Box and the Lock—Lock – Box Account, for the deposit of the amounts representing payments sent by Obligors and Obligor Lock—Lock – Box Banks, as applicable, with respect to Loans pledged to the Indenture Trustee as well as with respect to loans not pledged to the Indenture Trustee. The Servicer, as agent for the Issuer, and the Originator will cause each Obligor Lock—Lock – Box Bank to deposit within two (2) Business Days of receipt all Collections that have been sent to such Obligor Lock—Lock – Box Bank into the Lock Box Account, and within two (2) Business Days of the deposit into the Lock—Lock – Box or the Lock Box Account, the Servicer and the Originator will cause the Lock—Lock – Box Bank to cause the amounts in the Lock Box Account to be deposited into the Principal and Interest Account.

Note Distribution Account, Reserve Fund and Lock–Boxes. (a) On or before the Closing Date, the Servicer shall establish the Note Distribution Account and the Reserve Fund with and in the name of the Indenture Trustee for the benefit of the Securityholders and the Hedge Counterparties. The Servicer and Indenture Trustee are hereby required to ensure that each of the Note Distribution Account and Reserve Fund is established and maintained as an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within ten (10) Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution. Each Qualified Institution maintaining an Eligible Deposit Account shall agree in writing to comply with all instructions originated by the Indenture Trustee or, with respect to the Principal and Interest Account only, the Servicer directing disposition of the funds in the Eligible Deposit Account without the further consent of the Trust Depositor. (b) If the Servicer so directs (or, if the Servicer does not so direct, the Trust Depositor has the right to direct), in writing, the Indenture Trustee shall accept such directions as directions of the Issuer and shall invest the amounts in the Note Distribution Account and the Reserve Fund in Permitted Investments of the type specified in such written direction that mature or are withdrawable not later than the next succeeding Determination Date, except for investments in Section (vi) of the definition of Permitted Investments. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds other than in connection with the withdrawal or liquidation of such investments and the transfer of such funds as provided herein on or prior to the next succeeding Determination Date. Funds in the Note Distribution Account and Reserve Fund not so invested must be insured to the extent and the amount permitted by law by BIF or SAIF of the FDIC. Subject to the restrictions herein, the Servicer or Indenture Trustee may purchase a Permitted Investment from itself or an Affiliate with respect to investment of funds in the Trust Accounts. Subject to the other provisions hereof, the Servicer in the case of the Principal and Interest Account and the Indenture Trustee in the case of all other Trust Accounts shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Servicer or its agent or the Indenture Trustee or its agent, as applicable, together with each document of transfer, if any, necessary to transfer title to such investment to the Servicer or Indenture Trustee, as applicable, in a manner which complies with this Section 7.01. All Investment Earnings on investments of funds in the Trust Accounts shall be deposited in the Interest Collection Account pursuant to Section 7.01 and distributed on the next Remittance Date pursuant to Section 7.05. The Trust Depositor and the Issuer agree and acknowledge that the Servicer and Indenture Trustee are to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. In the absence of timely written direction from the Servicer or the Trust Depositor, the Indenture Trustee shall invest amounts in the Note Distribution Account and Reserve Fund Account in Permitted Investments of the type specified in clause (vi) of the definition of Permitted Investments herein. (c) The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, various Obligor Lock—–Boxes and Obligor Lock—–Box Accounts, for the deposit of the amounts representing payments sent by Obligors with respect to certain Revolving Loans. The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, the Lock—–Box and the Lock—–Box Account, for the deposit of the amounts representing payments sent by Obligors and Obligor Lock—–Box Banks, as applicable, with respect to Loans pledged to the Indenture Trustee as well as with respect to loans not pledged to the Indenture Trustee. The Servicer, as agent for the Issuer, and the Originator will cause each Obligor Lock—–Box Bank to deposit within two (2) Business Days of receipt all Collections that have been sent to such Obligor Lock—–Box Bank into the Lock Box Account, and within two (2) Business Days of the deposit into the Lock—–Box or the Lock Box Account, the Servicer and the Originator will cause the Lock—–Box Bank to cause the amounts in the Lock Box Account to be deposited into the Principal and Interest Account.

Note Distribution Account, Reserve Fund and Lock–Boxes. (a) On or before the Closing Date, the Servicer shall establish the Note Distribution Account and the Reserve Fund with and in the name of the Indenture Trustee for the benefit of the Securityholders and the Hedge CounterpartiesNoteholders. The Servicer and Indenture Trustee are hereby required to ensure that each of the Note Distribution Account and Reserve Fund is established and maintained as an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within ten (10) Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution. Each Qualified Institution maintaining an Eligible Deposit Account shall agree in writing to comply with all instructions originated by the Indenture Trustee or, with respect to the Principal and Interest Account only, the Servicer directing disposition of the funds in the Eligible Deposit Account without the further consent of the Trust Depositor. (b) If the Servicer so directs (or, if the Servicer does not so direct, the Trust Depositor has the right to direct), in writing, the Indenture Trustee shall accept such directions as directions of the Issuer and shall invest the amounts in the Note Distribution Account and the Reserve Fund in Permitted Investments of the type specified in such written direction that mature or are withdrawable not later than the next succeeding Determination Date, except for investments in Section (vi) of the definition of Permitted Investments. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds other than in connection with the withdrawal or liquidation of such investments and the transfer of such funds as provided herein on or prior to the next succeeding Determination Date. Funds in the Note Distribution Account and Reserve Fund not so invested must be insured to the extent and the amount permitted by law by BIF or SAIF of the FDIC. Subject to the restrictions herein, the Servicer or Indenture Trustee may purchase a Permitted Investment from itself or an Affiliate with respect to investment of funds in the Trust Accounts. Subject to the other provisions hereof, the Servicer in the case of the Principal and Interest Account and the Indenture Trustee in the case of all other Trust Accounts shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Servicer or its agent or the Indenture Trustee or its agent, as applicable, together with each document of transfer, if any, necessary to transfer title to such investment to the Servicer or Indenture Trustee, as applicable, in a manner which complies with this Section 7.01. All Investment Earnings on investments of funds in the Trust Accounts shall be deposited in the Interest Collection Account pursuant to this Section 7.01 and distributed on the next Remittance Payment Date pursuant to Section 7.05. The Trust Depositor and the Issuer agree and acknowledge that the Servicer and Indenture Trustee are to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. In the absence of timely written direction from the Servicer or the Trust Depositor, the Indenture Trustee shall invest amounts in the Note Distribution Account and Reserve Fund Account in Permitted Investments of the type specified in clause (vi) of the definition of Permitted Investments herein. (c) The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, various Obligor Lock—–Boxes and Obligor Lock—–Box Accounts, for the deposit of the amounts representing payments sent by Obligors with respect to certain Revolving Loans. The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, the Lock—–Box and the Lock—–Box Account, for the deposit of the amounts representing payments sent by Obligors and Obligor Lock—–Box Banks, as applicable, with respect to Loans pledged to the Indenture Trustee as well as with respect to loans not pledged to the Indenture Trustee. The Servicer, as agent for the Issuer, and the Originator will cause each Obligor Lock—–Box Bank to deposit within two (2) Business Days of receipt all Collections that have been sent to such Obligor Lock—–Box Bank into the Lock Box Account, and within two (2) Business Days of the deposit into the Lock—–Box or the Lock Box Account, the Servicer and the Originator will cause the Lock—–Box Bank to cause the amounts in the Lock Box Account to be deposited into the Principal and Interest Account.

Note Distribution Account, Reserve Fund and Lock–Boxes. (a) On or before the Closing Date, the Servicer shall establish the Note Distribution Account and the Reserve Fund with and in the name of the Indenture Trustee for the benefit of the Securityholders Noteholders and the Hedge Counterparties. The Servicer and Indenture Trustee are hereby required to ensure that each of the Note Distribution Account and Reserve Fund is established and maintained as an Eligible Deposit Account with a Qualified Institution. If any institution with which any of the accounts established pursuant to this Section 7.01(a) are established ceases to be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the Indenture Trustee (as the case may be) shall within ten (10) Business Days establish a replacement account at a Qualified Institution after notice of such event. In no event shall the Indenture Trustee be responsible for monitoring whether such Eligible Institution shall remain a Qualified Institution. Each Qualified Institution maintaining an Eligible Deposit Account shall agree in writing to comply with all instructions originated by the Indenture Trustee or, with respect to the Principal and Interest Account only, the Servicer directing disposition of the funds in the Eligible Deposit Account without the further consent of the Trust Depositor. (b) If the Servicer so directs (or, if the Servicer does not so direct, the Trust Depositor has the right to direct), in writing, the Indenture Trustee shall accept such directions as directions of the Issuer and shall invest the amounts in the Note Distribution Account and the Reserve Fund in Permitted Investments of the type specified in such written direction that mature or are withdrawable not later than the next succeeding Determination Date, except for investments in Section (vi) of the definition of Permitted Investments. Once such funds are invested, the Indenture Trustee shall not change the investment of such funds other than in connection with the withdrawal or liquidation of such investments and the transfer of such funds as provided herein on or prior to the next succeeding Determination Date. Funds in the Note Distribution Account and Reserve Fund not so invested must be insured to the extent and the amount permitted by law by BIF or SAIF of the FDIC. Subject to the restrictions herein, the Servicer or Indenture Trustee may purchase a Permitted Investment from itself or an Affiliate with respect to investment of funds in the Trust Accounts. Subject to the other provisions hereof, the Servicer in the case of the Principal and Interest Account and the Indenture Trustee in the case of all other Trust Accounts shall have sole control over each such investment and the income thereon, and any certificate or other instrument evidencing any such investment, if any, shall be delivered directly to the Servicer or its agent or the Indenture Trustee or its agent, as applicable, together with each document of transfer, if any, necessary to transfer title to such investment to the Servicer or Indenture Trustee, as applicable, in a manner which complies with this Section 7.01. All Investment Earnings on investments of funds in the Trust Accounts shall be deposited in the Interest Collection Account pursuant to this Section 7.01 and distributed on the next Remittance Payment Date pursuant to Section 7.05. The Trust Depositor and the Issuer agree and acknowledge that the Servicer and Indenture Trustee are to have “control” (within the meaning of the UCC) of collateral comprised of “Investment Property” (within the meaning of the UCC) for all purposes of this Agreement. In the absence of timely written direction from the Servicer or the Trust Depositor, the Indenture Trustee shall invest amounts in the Note Distribution Account and Reserve Fund Account in Permitted Investments of the type specified in clause (vi) of the definition of Permitted Investments herein. (c) The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, various Obligor Lock—–Boxes and Obligor Lock—–Box Accounts, for the deposit of the amounts representing payments sent by Obligors with respect to certain Revolving Loans. The Servicer and the Originator have established, or caused to be established, and will maintain, or caused to be maintained, the Lock—–Box and the Lock—–Box Account, for the deposit of the amounts representing payments sent by Obligors and Obligor Lock—–Box Banks, as applicable, with respect to Loans pledged to the Indenture Trustee as well as with respect to loans not pledged to the Indenture Trustee. The Servicer, as agent for the Issuer, and the Originator will cause each Obligor Lock—–Box Bank to deposit within two (2) Business Days of receipt all Collections that have been sent to such Obligor Lock—–Box Bank into the Lock Box Account, and within two (2) Business Days of the deposit into the Lock—–Box or the Lock Box Account, the Servicer and the Originator will cause the Lock—–Box Bank to cause the amounts in the Lock Box Account to be deposited into the Principal and Interest Account.