Payments on the Timeshare Loans. (i) The Servicer shall, in a manner consistent with the Collection Policy, direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, to a Lockbox Bank maintained by the Buyer for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the Buyer. The Centralized Lockbox Account shall be maintained at a bank acceptable to the Buyer. (ii) Within two Business Days after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) hereof on the next Distribution Date as instructed by the Servicer. (iii) If, notwithstanding such instructions as provided in Section 10(b)(i) hereof, any such Receivables or other payments are delivered to the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Seller shall (or cause the Servicer to) deposit such Receivables or other payments into the Centralized Lockbox Account within two Business Days following the
Appears in 2 contracts
Samples: Loan Sale and Servicing Agreement (Diamond Resorts Parent, LLC), Loan Sale and Servicing Agreement (Diamond Resorts Parent, LLC)
Payments on the Timeshare Loans. (ia) The Servicer shall, shall in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit I), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, processing payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, consent or at the direction, direction of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, Indenture Trustee to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash EquivalentsNoteholders. At all times, the Centralized Lockbox Account shall be subject to a the Deposit Account Control Agreement in form and substance approved by the BuyerIntercreditor Agreement. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to into the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, into the Collection Account.
(c) If, notwithstanding such instructions as provided in Section 5.02(a) hereof, any such Receivables or other payments are delivered to the Seller, the Servicer or to any Affiliate thereof, the Servicer shall (or, as applicable, shall cause the Seller or such Affiliate to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit into the Collection Account pursuant to Section 5.02(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date and each Transfer Date, the Servicer shall deposit into the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.02(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.02(b), (c), (d) and (g) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts into the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in into the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.04 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted Timeshare Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.02(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.02(f) hereof.
Appears in 2 contracts
Samples: Indenture (Diamond Resorts International, Inc.), Indenture (Diamond Resorts International, Inc.)
Payments on the Timeshare Loans. (ia) The Servicer shall, in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit C), direct or otherwise cause Diamond - Collateral and Servicing Agreement #39303843 the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer Administrative Agent (or, if the Buyer Collateral Agent shall have so required pursuant to Section 10(d)(iii5.4(c) hereof, to a Lockbox Bank maintained by the Buyer Collateral Agent for the benefit of the BuyerSecured Parties). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the BuyerAdministrative Agent. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) hereof on the next Distribution Date as instructed by the Servicer.
(iiic) IfSubject to Section 5.2(h) hereof, if, notwithstanding such instructions as provided in Section 10(b)(i5.2(a) hereof, any such Receivables or other payments are delivered to the Seller Seller, the Servicer or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Seller shall (or cause the Servicer to) deposit such Receivables or other payments into the Centralized Lockbox Collection Account within two Business Days following thethe receipt. Subject to Section 5.2(h) hereof, in the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive benefit of the Collateral Agent, and the Servicer shall deliver to the Collateral Agent for deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days, unless the Collateral Agent shall have notified the Servicer to deliver such Receivables and other payments elsewhere, in which event such Receivables and other payments (in the form received) shall be endorsed by the Seller to the Collateral Agent and delivered to such account as the Collateral Agent shall specify within two Business Days of the Servicer’s receipt thereof.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.2(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date, each Funding Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.2(d) hereof) after the related Cut-Off Date. Diamond - Collateral and Servicing Agreement #39303843
(f) Subject to Sections 5.2(b), (c), (d), (g) and (h) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Paying Agent shall pay such funds to the Servicer prior to any distributions under Section 3.4 hereof on the next Payment Date as instructed by the Servicer in writing.
(g) The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on 60-Day Plus Delinquent Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 5.2(f) hereof. To the extent that the Servicer shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, the Servicer shall deposit such amounts into the Collection Account in accordance with Section 5.2(f) hereof.
(h) As directed by the Servicer in writing (and Servicer agrees that it shall issue such direction no later than the date that is two (2) Business Days after the end of each calendar month) (each, a “CAD Conversion Date”), the Collateral Agent shall cause all proceeds of the Timeshare Loans that are denominated in dollars that are the lawful currency of Canada (including, but not limited to, all proceeds of CAD Timeshare Loans), whether such proceeds are principal or interest, to be converted into dollars that are the lawful currency of the United States at the spot exchange rate.
Appears in 1 contract
Samples: Collateral and Servicing Agreement (Diamond Resorts International, Inc.)
Payments on the Timeshare Loans. (ia) The Servicer shall, in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit C), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer Administrative Agent (or, if the Buyer Indenture Trustee shall have so required pursuant to Section 10(d)(iii5.4(c) hereof, to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the BuyerNoteholders). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the BuyerAdministrative Agent. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) Subject to Section 5.2(h) hereof, if, notwithstanding such instructions as provided in Section 5.2(a) hereof, any such Receivables or other payments are delivered to the Depositor, the Servicer or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Depositor shall (or cause the Servicer to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt. Subject to Section 5.2(h) hereof, in the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive KL2 2787938.7 benefit of the Indenture Trustee, and the Servicer shall deliver to the Indenture Trustee for deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days, unless the Indenture Trustee shall have notified the Servicer to deliver such Receivables and other payments elsewhere, in which event such Receivables and other payments (in the form received) shall be endorsed by the Depositor to the Indenture Trustee and delivered to such account as the Indenture Trustee shall specify within two Business Days of the Servicer’s receipt thereof.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.2(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date, the Amendment Closing Date, each Funding Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.2(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.2(b), (c), (d), (g) and (h) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.4 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on 60-Day Plus Delinquent Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.2(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.2(f) hereof.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)
Payments on the Timeshare Loans. (i) The Servicer shall, shall in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit I), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, processing payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, consent or at the direction, direction of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, Indenture Trustee to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash EquivalentsNoteholders. At all times, the Centralized Lockbox Account shall be subject to a the Deposit Account Control Agreement in form and substance approved by the BuyerIntercreditor Agreement. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iij) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(k) If, notwithstanding such instructions as provided in Section 5.02(a) hereof, any such Receivables or other payments are delivered to the Seller, the Servicer or to any Affiliate thereof, the Servicer shall (or, as applicable, shall cause the Seller or such Affiliate to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt.
(l) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.02(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(m) On the Closing Date and each Substitution Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.02(d) hereof) after the related Cut-Off Date.
(n) Subject to Sections 5.02(b), (c), (d) and (g) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.04 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiio) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted Timeshare Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.02(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.02(f) hereof.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)
Payments on the Timeshare Loans. (ia) The Servicer shall, in a manner consistent with the Collection PolicyServicing Standard, collect all payments made under each Timeshare Loan and direct each applicable Obligor to timely make all payments in respect of his or otherwise cause the Obligors as to all her Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly Loan to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, to a Lockbox Bank maintained by the Buyer for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely and, with respect to any applicable Credit Card Timeshare Loans, direct each applicable credit card vendor to deposit all payments in Cash Equivalents. At all timesrespect of such Credit Card Timeshare Loans to, if applicable, the Centralized Lockbox Credit Card Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the Buyer. The Centralized Lockbox Account shall be maintained at a bank acceptable to the Buyer(net of any Servicer Credit Card Processing Costs).
(iib) Within two Business Days after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox AccountOn each Sale Date, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate cause to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments be deposited to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, Account all amounts collected and received in respect of the Timeshare Loans after the Cut-Off Date for each Sale Date Loan Pool to the extent received, day preceding the Sale Date (without deduction for any Liquidation Expenses).
(c) Subject to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Accountsubsection (d) below, the Buyer agrees to and shall direct the Collection Lockbox Bank by written notice to pay from amounts remit all collections in respect of the Timeshare Loans on deposit in the Lockbox Account (other than an amount equal to twenty thousand dollars ($20,000) that shall remain in the Lockbox Account for administrative purposes) to the Collection Account on each Business Day of the Lockbox Bank via automated repetitive wire. The Buyer agrees and covenants that such funds to written notice shall not be changed without the Servicer prior to any distributions under Section 8(b) hereof on written consent of the next Distribution Date as instructed by the Seller and Servicer.
(iiid) If, notwithstanding such instructions Liquidation Expenses shall be reimbursed as provided Additional Servicing Compensation to the Servicer in accordance with Section 10(b)(i4.2(a) hereof. To the extent that the Servicer has received any Liquidation Expenses as Additional Servicing Compensation and shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, any the Servicer shall deposit such Receivables or other payments are delivered amounts into the Collection Account.
(e) The Servicer agrees that to the Seller extent it receives any amounts in respect of any insurance policies which are not payable to the Obligor or to otherwise necessary for the intended use, or any other Diamond Resorts Entity (an “Erroneous Payee”)collections relating to the Assets, the Seller it shall (or cause the Servicer to) deposit such Receivables or other payments into amounts to the Centralized Lockbox Collection Account within two (2) Business Days following theof receipt thereof (unless otherwise expressly provided herein).
Appears in 1 contract
Payments on the Timeshare Loans. (ia) The Servicer shall, shall in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit I), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, processing payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, consent or at the direction, direction of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, Indenture Trustee to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash EquivalentsNoteholders. At all times, the Centralized Lockbox Account shall be subject to a the Deposit Account Control Agreement in form and substance approved by the BuyerIntercreditor Agreement. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments KL2 2817472.7 to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) If, notwithstanding such instructions as provided in Section 5.02(a) hereof, any such Receivables or other payments are delivered to the Seller, the Servicer or to any Affiliate thereof, the Servicer shall (or, as applicable, shall cause the Seller or such Affiliate to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.02(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.02(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.02(b), (c), (d) and (g) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.04 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted Timeshare Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.02(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.02(f) hereof.
Appears in 1 contract
Payments on the Timeshare Loans. (ia) The Servicer shall, in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit C), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer Administrative Agent (or, if the Buyer Indenture Trustee shall have so required pursuant to Section 10(d)(iii5.4(c) hereof, to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the BuyerNoteholders). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the BuyerAdministrative Agent. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, KL2 2878899.10 and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) Subject to Section 5.2(h) hereof, if, notwithstanding such instructions as provided in Section 5.2(a) hereof, any such Receivables or other payments are delivered to the Depositor, the Servicer or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Depositor shall (or cause the Servicer to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt. Subject to Section 5.2(h) hereof, in the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive benefit of the Indenture Trustee, and the Servicer shall deliver to the Indenture Trustee for deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days, unless the Indenture Trustee shall have notified the Servicer to deliver such Receivables and other payments elsewhere, in which event such Receivables and other payments (in the form received) shall be endorsed by the Depositor to the Indenture Trustee and delivered to such account as the Indenture Trustee shall specify within two Business Days of the Servicer’s receipt thereof.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.2(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date, the Amendment Closing Date, each Funding Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.2(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.2(b), (c), (d), (g) and (h) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.4 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on 60-Day Plus Delinquent Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.2(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.2(f) hereof.
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Payments on the Timeshare Loans. (ia) The Servicer shall, shall in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit D), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, processing payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, consent or at the direction, direction of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, Indenture Trustee to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash EquivalentsNoteholders. At all times, the Centralized Lockbox Account shall be subject to a the Deposit Account Control Agreement in form and substance approved by the BuyerIntercreditor Agreement. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) If, notwithstanding such instructions as provided in Section 5.02(a) hereof, any such Receivables or other payments are delivered to the Seller, the Servicer or to any Affiliate thereof, the Servicer shall (or, as applicable, shall cause the Seller or such Affiliate to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.02(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.02(d) hereof) after the Cut-Off Date.
(f) Subject to Sections 5.02(b), (c), (d) and (g) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.04 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted Timeshare Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.02(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.02(f) hereof.
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Payments on the Timeshare Loans. (ia) The Servicer shall, shall in a manner consistent with the Collection PolicyPolicy attached hereto as Exhibit I, direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, processing payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, consent or at the direction, direction of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, Indenture Trustee to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash EquivalentsNoteholders. At all times, the Centralized Lockbox Account shall be subject to a the Deposit Account Control Agreement in form and substance approved by the BuyerIntercreditor Agreement. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Wachovia Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) If, notwithstanding such instructions as provided in Section 5.02(a) hereof, any such Receivables or other payments are delivered to the Seller, the Servicer or to any Affiliate thereof, the Servicer shall (or, as applicable, shall cause the Seller or such Affiliate to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.02(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date and each Substitution Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.02(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.02(b), (c), (d) and (g) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.04 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted Timeshare Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.02(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.02(f) hereof.
Appears in 1 contract
Samples: Indenture (Diamond Resorts Corp)
Payments on the Timeshare Loans. (ia) The Servicer shall, in a manner consistent with the Collection PolicyPolicy (with respect to the initial Servicer, the Collection Policy attached hereto as Exhibit C), direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer Administrative Agent (or, if the Buyer Indenture Trustee shall have so required pursuant to Section 10(d)(iii5.4(c) hereof, to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the BuyerNoteholders). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the BuyerAdministrative Agent. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Xxxxx Fargo Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) Subject to Section 5.2(h) hereof, if, notwithstanding such instructions as provided in Section 5.2(a) hereof, any such Receivables or other payments are delivered to the Depositor, the Servicer or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Depositor shall (or cause the Servicer to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt. Subject to Section 5.2(h) hereof, in the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive benefit of the Indenture Trustee, and the Servicer shall deliver to the Indenture Trustee for deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days, unless the Indenture Trustee shall have notified the Servicer to deliver such Receivables and other payments elsewhere, in which event such Receivables and other payments (in the form received) shall be endorsed by the Depositor to the Indenture Trustee and delivered to such account as the Indenture Trustee shall specify within two Business Days of the Servicer’s receipt thereof.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.2(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date, the Amendment Closing Date, each Funding Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.2(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.2(b), (c), (d), (g) and (h) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.4 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on 60-Day Plus Delinquent Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.2(f) hereof, . To the extent that the Servicer shall subsequently recover any portion of such Receivables or other payments are delivered to Liquidation Expenses from the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”)related Obligor, the Seller Servicer shall (or cause the Servicer to) deposit such Receivables or other payments amounts into the Centralized Lockbox Collection Account within two Business Days following thein accordance with Section 5.2(f) hereof.
Appears in 1 contract
Payments on the Timeshare Loans. (i) The Servicer shall, in a manner consistent with the Collection Policy, direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer (or, if the Buyer shall have so required pursuant to Section 10(d)(iii) hereof, to a Lockbox Bank maintained by the Buyer for the benefit of the Buyer). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the Buyer. The Centralized Lockbox Account shall be maintained at a bank acceptable to the Buyer.
(ii) Within two Business Days after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) hereof on the next Distribution Date as instructed by the Servicer.. LOAN SALE & SERVICING AGREEMENT
(iii) If, notwithstanding such instructions as provided in Section 10(b)(i) hereof, any such Receivables or other payments are delivered to the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Seller shall (or cause the Servicer to) deposit such Receivables or other payments into the Centralized Lockbox Account within two Business Days following thethe receipt. In the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive benefit of the Buyer, and the Servicer shall deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days.
(iv) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 10(b)(ii) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(v) On any Sale Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 10(b)(iv) hereof) after the related Cut-Off Date.
(vi) Except for Defaulted Timeshare Loans transferred by the Buyer to the Seller, the Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on Defaulted Timeshare Loans prior to deposit of the Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(ii) hereof. To the extent that the Servicer shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, the Servicer shall deposit such amounts into the Collection Account in accordance with Section 10(b)(ii) hereof.
(vii) With respect to all prepayments in respect of Eligible In-Transit Loans, the Servicer shall enter into a Master Escrow Agreement with the Title Escrow Agent for the benefit of the Buyers. The Master Escrow Agreement shall provide that the Title Escrow Agent shall remit the following to the Collection Account after receipt of any prepayments on Eligible In-Transit Loans: (i) so long as no Event of Default, Servicer Event of Default or Timeshare Portfolio Performance Event has occurred, the amount advanced pursuant to this Agreement and as indicated in the Schedule of Eligible In-Transit Loans annexed to the Master Escrow Agreement and (ii) after the occurrence of an Event of Default, Servicer Event of Default or Timeshare Portfolio Performance Event, the entire amount received. The Servicer shall notify the Title Escrow Agent of the occurrence of an Event of Default, Servicer Event of Default or Timeshare Portfolio Performance Event.
Appears in 1 contract
Samples: Loan Sale and Servicing Agreement (Diamond Resorts Corp)
Payments on the Timeshare Loans. (ia) The Servicer shall, in a manner consistent with the Collection PolicyPolicy attached hereto as Exhibit C, direct or otherwise cause the Obligors as to all Timeshare Loans (other than Obligors paying by means of credit cards) to mail or deposit by electronic means all Receivables and other payments due thereunder, or to make or credit such payments pursuant to automated clearing house debit and credit payments or credit card processing, payment, remittance and collection agreements, directly to the Servicer’s existing centralized collection lockbox account (the “Centralized Lockbox Account”), which Centralized Lockbox Account shall consist of one or more accounts maintained by the Servicer at an Approved Financial Institution (each, a “Lockbox Bank”), acting with the consent, or at the direction, of the Buyer Agent (or, if the Buyer Indenture Trustee shall have so required pursuant to Section 10(d)(iii5.4(c) hereof, to a Lockbox Bank maintained by the Buyer Indenture Trustee for the benefit of the BuyerNoteholders). Funds in the Centralized Lockbox Account shall be invested by the Lockbox Bank solely in Cash Equivalents. At all times, the Centralized Lockbox Account shall be subject to a Deposit Account Control Agreement in form and substance approved by the BuyerAgent. The Centralized Lockbox Account shall initially be maintained at a bank acceptable to the Buyer.Wachovia Bank, N.A.
(iib) Within two one Business Days Day after receipt of any Receivables or other payments due under the Timeshare Loans in the Centralized Lockbox Account, the Servicer shall determine and segregate such Receivables and other payments from any monies or other items in the Centralized Lockbox Account that do not relate to Receivables or other payments made on the Timeshare Loans, and within one Business Day thereafter the Servicer shall remit such Receivables and other payments to the Collection Account. The Servicer is not required to remit any Miscellaneous Payments or Processing Charges, to the extent received, to the Collection Account.
(c) Subject to Section 5.2(h) hereof, if, notwithstanding such instructions as provided in Section 5.2(a) hereof, any such Receivables or other payments are delivered to the Depositor, the Servicer or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Depositor shall (or cause the Servicer to) deposit such Receivables or other payments into the Collection Account within two Business Days following the receipt. Subject to Section 5.2(h) hereof, in the event the Servicer receives any Receivables or other payments directly from or on behalf of any Obligors, the Servicer shall receive all such Receivables and other payments in trust for the sole and exclusive benefit of the Indenture Trustee, and the Servicer shall deliver to the Indenture Trustee for deposit in the Collection Account all such Receivables and other payments (in the form so received by the Servicer) within two Business Days, unless the Indenture Trustee shall have notified the Servicer to deliver such Receivables and other payments elsewhere, in which event such Receivables and other payments (in the form received) shall be endorsed by the Depositor to the Indenture Trustee and delivered to such account as the Indenture Trustee shall specify within two Business Days of the Servicer’s receipt thereof.
(d) All interest earned on funds received with respect to Timeshare Loans and any Processing Charges deposited in accounts of the Servicer or in the Centralized Lockbox Account prior to deposit to the Collection Account pursuant to Section 5.2(b) hereof shall be deemed to be additional compensation to the Servicer for the performance of its duties and obligations hereunder.
(e) On the Closing Date, the Amendment Closing Date, each Funding Date and each Transfer Date, the Servicer shall deposit to the Collection Account all Receivables and other payments collected and received in respect of the Timeshare Loans (other than the amounts described in Section 5.2(d) hereof) after the related Cut-Off Date.
(f) Subject to Sections 5.2(b), (c), (d), (g) and (h) hereof, within two Business Days of receipt, the Servicer shall segregate all Receivables and other payments in respect of the Timeshare Loans and shall remit such amounts to the Collection Account. In the event that Miscellaneous Payments or Processing Charges are erroneously deposited in the Collection Account, the Buyer Indenture Trustee shall direct the Collection Bank to pay from amounts on deposit in the Collection Account such funds to the Servicer prior to any distributions under Section 8(b) 3.4 hereof on the next Distribution Payment Date as instructed by the Servicer.
(iiig) If, notwithstanding such instructions as provided in The Servicer shall net out Liquidation Expenses from any Liquidation Proceeds on 60-Day Plus Delinquent Loans prior to deposit of the net Liquidation Proceeds into the Collection Account pursuant to Section 10(b)(i5.2(f) hereof. To the extent that the Servicer shall subsequently recover any portion of such Liquidation Expenses from the related Obligor, any the Servicer shall deposit such Receivables or other payments are delivered amounts into the Collection Account in accordance with Section 5.2(f) hereof.
(h) With respect to all prepayments in respect of Eligible In-Transit Loans, the Servicer shall enter into a Master Escrow Agreement with the Title Escrow Agent for the benefit of the Agent on behalf of the Purchasers. The Master Escrow Agreement shall provide that the Title Escrow Agent shall remit all amounts received with respect to Eligible In-Transit Loans to the Seller or to any other Diamond Resorts Entity (an “Erroneous Payee”), the Seller shall (or cause the Servicer to) deposit such Receivables or other payments into the Centralized Lockbox Account within two Business Days following theCollection Account.
Appears in 1 contract
