Common use of PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS Clause in Contracts

PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS. (a) On or prior to the date of any transfer of cash by the Seller pursuant to Section 2.09(b)(i), the Collateral Agent at the direction of the Seller shall establish at an institution at which one or more Spread Accounts established hereunder are then maintained an Eligible Account, designated "Program Spread Account--Norwest Bank Minnesota, National Association" (the "Program Spread Account"). The Program Spread Account shall continuously be maintained at an institution at which one or more Spread Accounts are established hereunder. (b) The Collateral Agent shall hold, for the benefit of the Seller, the following property in the Program Spread Account: (i) all cash amounts from time to time on deposit in the Program Spread Account which at the Seller's election it has delivered to the Collateral Agent from (x) the proceeds of the sale of securities of a Series or (y) amounts released to the Seller from the Lien of this Agreement; and (ii) investments made with the proceeds of the property described in clause (i) above, or made with amounts on deposit in the Program Spread Account. Notwithstanding anything herein or in any Series Supplement to the contrary, the property held by the Collateral Agent under this Section 2.09(b) shall not constitute Collateral hereunder. (c) With respect to each Series for which the Seller has made an election pursuant to Section 2.09(f) in connection with such Series, on or prior to the date of any transfer of cash from the Program Spread Account in connection with such election, the Collateral Agent at the direction of the Seller shall establish at the same institution at which the related Spread Account established hereunder is then maintained an Eligible Account, designated "Tag Account Series [series designation] - Norwest Bank Minnesota, National Association, as Collateral Agent for Financial Security Assurance Inc. and another Secured Party" (each such account, a "Tag Account"). Each Tag Account shall continue to be maintained at the same institution as the related Spread Account established hereunder. (d) In order to secure the performance of the Secured Obligations with respect to each Series, the Seller hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Secured Parties, a lien on and a security interest on (which lien and security interest is intended to be prior to all other liens, security interests and other encumbrances), all of its right, title and interest in and to the following: (i) each Tag Account established pursuant to Section 2.09(c) hereof, (including, without limitation, all monies, checks, securities, investments and other documents held in or evidencing any such accounts); (ii) all of the Seller's right, title and interest in and to investments made with proceeds of the property described in clause (i) above; and (iii) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing. In order to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interests granted hereunder, the Seller represents and warrants that it shall, prior to the deposit of amounts in any Tag Account, execute and file an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest on the Collateral pledged or to be pledged pursuant to Section 2.09(d) which can be perfected by the filing of a financing statement. (e) The Program Spread Account and each Tag Account shall be separate from each respective Trust or Issuer and amounts on deposit therein will not constitute a part of the Trust Property of any Trust or the assets of any Issuer. Except as specifically provided herein, the Program Spread Account and each Tag Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of the Seller, OFL, the Servicer, the Trust or the Issuer. All income or loss on investments of funds in the Program Spread Account and any Tag Account shall be reported by the Seller as taxable income or loss of the Seller. (f) Upon the occurrence of an event specified in clause (A) of the definition of Trigger Event with respect to a Series and until such event is Deemed Cured, at the election of the Seller amounts on deposit in the Program Spread Account may be withdrawn on the related Determination Date by the Collateral Agent from the Program Spread Account and irrevocably deposited into one or more Tag Accounts for each Series with respect to which an event specified in such clause (A) shall have occurred (and which event is not Deemed Cured) and with respect to which the Seller has made such election. In the event of such election, the Collateral Agent shall deposit from the Program Spread Account into the related Tag Account, on such related Determination Date, an amount equal to the excess, if any, of amounts on deposit in the Spread Account (excluding from the calculation of the amount on deposit in such Spread Account any amount in any related Tag Account, and taking into account any deposits thereto to be made pursuant to the first paragraph of Section 3.03(b) and taking into account any withdrawals therefrom to be made pursuant to priority FIRST of Section 3.03(b) on the related Distribution Date, but not taking into account any other changes in the amount on deposit in such account pursuant to Section 3.03(b)) over the amount specified in clause (i) of the definition of Spread Account Maximum Amount with respect to such Series (taking into account the decline in the related Series Balance to be effected on the related Distribution Date). (g) Amounts on deposit in the Program Spread Account shall be released from such account at any time upon the request of the Seller. Funds in the Program Spread Account shall not be commingled with funds in any Spread Account, any Tag Account or with any other moneys. Amounts on deposit in a Spread Account and released from the Lien of this Agreement pursuant to Section 3.03(b) shall, at the direction of the Seller, be deposited into either the Program Spread Account or the related Tag Account. (h) Upon deposit pursuant to Section 2.09(f) of amounts into a Tag Account for a Series such amounts shall be treated fungibly with all amounts on deposit in the Spread Account with respect to the same Series, except that, amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into the Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. Except as otherwise explicitly specified, all references herein to a Series Spread Account hereunder shall be deemed to include reference to any Tag Account created with respect to such Series, and all references herein to amounts on deposit in a Series Spread Account shall be deemed to include reference to amounts on deposit in the related Tag Account, if any, created with respect to such Series.

PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS. (a) On or prior to the date of any transfer of cash by the Seller pursuant to Section 2.09(b)(i), the Collateral Agent at the direction of the Seller shall establish at an institution at which one or more Spread Accounts established hereunder are then maintained an Eligible Account, designated "Program Spread Account--Norwest Bank Minnesota, National Association" (the "Program Spread Account"). The Program Spread Account shall continuously be maintained at an institution at which one or more Spread Accounts are established hereunder. (b) The Collateral Agent shall hold, for the benefit of the Seller, the following property in the Program Spread Account: (i) all cash amounts from time to time on deposit in the Program Spread Account which at the Seller's election it has delivered to the Collateral Agent from (x) the proceeds of the sale of securities of a Series or (y) amounts released to the Seller from the Lien of this Agreement; and (ii) investments made with the proceeds of the property described in clause (i) above, or made with amounts on deposit in the Program Spread Account. Notwithstanding anything herein or in any Series Supplement to the contrary, the property held by the Collateral Agent under this Section 2.09(b) shall not constitute Collateral hereunder. (c) With respect to each Series for which the Seller has made an election pursuant to Section 2.09(f) in connection with such Series, on or prior to the date of any transfer of cash from the Program Spread Account in connection with such election, the Collateral Agent at the direction of the Seller shall establish at the same institution at which the related Spread Account established hereunder is then maintained an Eligible Account, designated "Tag Account Series [series designation] - Norwest Bank Minnesota, National Association, as Collateral Agent for Financial Security Assurance Inc. and another Secured Party" (each such account, a "Tag Account"). Each Tag Account shall continue to be maintained at the same institution as the related Spread Account established hereunder. (d) In order to secure the performance of the Secured Obligations with respect to each Series, the Seller hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Secured Parties, a lien on and a security interest on (which lien and security interest is intended to be prior to all other liens, security interests and other encumbrances), all of its right, title and interest in and to the following: (i) each Tag Account established pursuant to Section 2.09(c) hereof, (including, without limitation, all monies, checks, securities, investments and other documents held in or evidencing any such accounts); (ii) all of the Seller's right, title and interest in and to investments made with proceeds of the property described in clause (i) above; and (iii) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing. In order to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interests granted hereunder, the Seller represents and warrants that it shall, prior to the deposit of amounts in any Tag Account, execute and file an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest on the Collateral pledged or to be pledged pursuant to Section 2.09(d) which can be perfected by the filing of a financing statement. (e) The Program Spread Account and each Tag Account shall be separate from each respective Trust or Issuer and amounts on deposit therein will not constitute a part of the Trust Property of any Trust or the assets of any Issuer. Except as specifically provided herein, the Program Spread Account and each Tag Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of the Seller, OFLArcadia Financial, the Servicer, the Trust or the Issuer. All income or loss on investments of funds in the Program Spread Account and any Tag Account shall be reported by the Seller as taxable income or loss of the Seller. (f) Upon the occurrence of an event specified in clause (A) of the definition of Trigger Event with respect to a Series and until such event is Deemed Cured, at the election of the Seller amounts on deposit in the Program Spread Account may be withdrawn on the related Determination Date by the Collateral Agent from the Program Spread Account and irrevocably deposited into one or more Tag Accounts for each Series with respect to which an event specified in such clause (A) shall have occurred (and which event is not Deemed Cured) and with respect to which the Seller has made such election. In the event of such election, the Collateral Agent shall deposit from the Program Spread Account into the related Tag Account, on such related Determination Date, an amount equal to the excess, if any, of amounts on deposit in the Spread Account (excluding from the calculation of the amount on deposit in such Spread Account any amount in any related Tag Account, and taking into account any deposits thereto to be made pursuant to the first paragraph of Section 3.03(b) and taking into account any withdrawals therefrom to be made pursuant to priority FIRST of Section 3.03(b) on the related Distribution Date, but not taking into account any other changes in the amount on deposit in such account pursuant to Section 3.03(b)) over the amount specified in clause (i) of the definition of Spread Account Maximum Amount with respect to such Series (taking into account the decline in the related Series Balance to be effected on the related Distribution Date). (g) Amounts on deposit in the Program Spread Account shall be released from such account at any time upon the request of the Seller. Funds in the Program Spread Account shall not be commingled with funds in any Spread Account, any Tag Account or with any other moneys. Amounts on deposit in a Spread Account and released from the Lien of this Agreement pursuant to Section 3.03(b) shall, at the direction of the Seller, be deposited into either the Program Spread Account or the related Tag Account. (h) Upon deposit pursuant to Section 2.09(f) of amounts into a Tag Account for a Series such amounts shall be treated fungibly with all amounts on deposit in the Spread Account with respect to the same Series, except that, amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into the Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. Except as otherwise explicitly specified, all references herein to a Series Spread Account hereunder shall be deemed to include reference to any Tag Account created with respect to such Series, and all references herein to amounts on deposit in a Series Spread Account shall be deemed to include reference to amounts on deposit in the related Tag Account, if any, created with respect to such Series.such

PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS. (a) On or prior to the date of any transfer of cash by the Seller pursuant to Section 2.09(b)(i), the Collateral Agent at the direction of the Seller shall establish at an institution at which one or more Spread Accounts established hereunder are then maintained an Eligible Account, designated "Program Spread Account--Norwest Bank Minnesota, National Association" (the "Program Spread Account"). The Program Spread Account shall continuously be maintained at an institution at which one or more Spread Accounts are established hereunder. (b) The Collateral Agent shall hold, for the benefit of the Seller, the following property in the Program Spread Account: (i) all cash amounts from time to time on deposit in the Program Spread Account which at the Seller's election it has delivered to the Collateral Agent from (x) the proceeds of the sale of securities of a Series or (y) amounts released to the Seller from the Lien of this Agreement; and (ii) investments made with the proceeds of the property described in clause (i) above, or made with amounts on deposit in the Program Spread Account. Notwithstanding anything herein or in any Series Supplement to the contrary, the property held by the Collateral Agent under this Section 2.09(b) shall not constitute Collateral hereunder. (c) With respect to each Series for which the Seller has made an election pursuant to Section 2.09(f) in connection with such Series, on or prior to the date of any transfer of cash from the Program Spread Account in connection with such election, the Collateral Agent at the direction of the Seller shall establish at the same institution at which the related Spread Account established hereunder is then maintained an Eligible Account, designated "Tag Account Series [series designation] - Norwest Bank Minnesota, National Association, as Collateral Agent for Financial Security Assurance Inc. and another Secured Party" (each such account, a "Tag Account"). Each Tag Account shall continue to be maintained at the same institution as the related Spread Account established hereunder. (d) In order to secure the performance of the Secured Obligations with respect to each Series, the Seller hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Secured PartiesParties to secure the Secured Obligations with respect to each Series, a lien on and a security interest on (which lien and security interest is intended to be prior to all other liens, security interests and other encumbrances), all of its right, title and interest in and to the following: (i) each Tag Account established pursuant to Section 2.09(c) hereof, (including, without limitation, all monies, checks, securities, investments and other documents held in or evidencing any such accounts); (ii) all of the Seller's right, title and interest in and to investments made with proceeds of the property described in clause (i) above; and (iii) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing. In order to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interests granted hereunder, the Seller represents and warrants that it shall, prior to the deposit of amounts in any Tag Account, execute and file an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest on the Collateral pledged or to be pledged pursuant to Section 2.09(d) which can be perfected by the filing of a financing statement. (e) The Program Spread Account and each Tag Account shall be separate from each respective Trust or Issuer and amounts on deposit therein will not constitute a part of the Trust Property of any Trust or the assets of any Issuer. Except as specifically provided herein, the Program Spread Account and each Tag Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of the Seller, OFL, the Servicer, the Trust or the Issuer. All income or loss on investments of funds in the Program Spread Account and any Tag Account shall be reported by the Seller as taxable income or loss of the Seller. (f) Upon the occurrence of an event specified in clause (A) of the definition of Trigger Event with respect to a Series and until such event is Deemed Cured, at the election of the Seller amounts on deposit in the Program Spread Account may be withdrawn on the related Determination Date by the Collateral Agent from the Program Spread Account and irrevocably deposited into one or more Tag Accounts for each Series with respect to which an event specified in such clause (A) shall have occurred (and which event is not Deemed Cured) and with respect to which the Seller has made such election. In the event of such election, the Collateral Agent shall deposit from the Program Spread Account into the related Tag Account, on such related Determination Date, an amount equal to the excess, if any, of amounts on deposit in the Spread Account (excluding from the calculation of the amount on deposit in such Spread Account any amount in any related Tag Account, and taking into account any deposits thereto to be made pursuant to the first paragraph of Section 3.03(b) and taking into account any withdrawals therefrom to be made pursuant to priority FIRST of Section 3.03(b) on the related Distribution Date, but not taking into account any other changes in the amount on deposit in such account pursuant to Section 3.03(b)) over the amount specified in clause (i) of the definition of Spread Account Maximum Amount with respect to such Series (taking into account the decline in the related Series Balance to be effected on the related Distribution Date). (g) Amounts on deposit in the Program Spread Account shall be released from such account at any time upon the request of the Seller. Funds in the Program Spread Account shall not be commingled with funds in any Spread Account, any Tag Account or with any other moneys. Amounts on deposit in a Spread Account and released from the Lien of this Agreement pursuant to Section 3.03(b) shall, at the direction of the Seller, be deposited into either the Program Spread Account or the related Tag Account. (h) Upon deposit pursuant to Section 2.09(f) of amounts into a Tag Account for a Series such amounts shall be treated fungibly with all amounts on deposit in the Spread Account with respect to the same Series, except that, amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into the Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. Except as otherwise explicitly specified, all references herein to a Series Spread Account hereunder shall be deemed to include reference to any Tag Account created with respect to such Series, and all references herein to amounts on deposit in a Series Spread Account shall be deemed to include reference to amounts on deposit in the related Tag Account, if any, created with respect to such Series.other

PROGRAM SPREAD ACCOUNT AND TAG ACCOUNTS. (a) On or prior to the date of any transfer of cash by the Seller pursuant to Section 2.09(b)(i), the Collateral Agent at the direction of the Seller shall establish at an institution at which one or more Spread Accounts established hereunder are then maintained an Eligible Account, designated "Program Spread Account--Account -- Norwest Bank Minnesota, National Association" (the "Program Spread Account"). The Program Spread Account shall continuously be maintained at an institution at which one or more Spread Accounts are established hereunder. (b) The Collateral Agent shall hold, for the benefit of the Seller, the following property in the Program Spread Account: (i) all cash amounts from time to time on deposit in the Program Spread Account which at the Seller's election it has delivered to the Collateral Agent from (x) the proceeds of the sale of securities of a Series or (y) amounts released to the Seller from the Lien of this AgreementAgreement ; and (ii) investments made with the proceeds of the property described in clause (i) above, or made with amounts on deposit in the Program Spread Account. Notwithstanding anything herein or in any Series Supplement to the contrary, the property held by the Collateral Agent under this Section 2.09(b) shall not constitute Collateral hereunder. (c) With respect to each Series for which the Seller has made an election pursuant to Section 2.09(f) in connection with such Series, on or prior to the date of any transfer of cash from the Program Spread Account in connection with such election, the Collateral Agent at the direction of the Seller shall establish at the same institution at which the related Spread Account established hereunder is then maintained an Eligible Account, designated "Tag Account Series [series designation] - Norwest Bank Minnesota, National Association, as Collateral Agent for Financial Security Assurance Inc. and another Secured Party" (each such account, a "Tag Account"). Each Tag Account shall continue to be maintained at the same institution as the related Spread Account established hereunder. (d) In order to secure the performance of the Secured Obligations with respect to each Series, the Seller hereby pledges, assigns, grants, transfers and conveys to the Collateral Agent, on behalf of and for the benefit of the Secured PartiesParties to secure the Secured Obligations with respect to each Series, a lien on and a security interest on (which lien and security interest is intended to be prior to all other liens, security interests and other encumbrances), all of its right, title and interest in and to the following: (i) each Tag Account established pursuant to Section 2.09(c) hereof, (including, without limitation, all monies, checks, securities, investments and other documents held in or evidencing any such accounts); (ii) all of the Seller's right, title and interest in and to investments made with proceeds of the property described in clause (i) above; and (iii) all distributions, revenues, products, substitutions, benefits, profits and proceeds, in whatever form, of any of the foregoing. In order to effectuate the provisions and purposes of this Agreement, including for the purpose of perfecting the security interests granted hereunder, the Seller represents and warrants that it shall, prior to the deposit of amounts in any Tag Account, execute and file an appropriate Uniform Commercial Code financing statement in Minnesota sufficient to assure that the Collateral Agent, as agent for the Secured Parties, has a first priority perfected security interest on the Collateral pledged or to be pledged pursuant to Section 2.09(d) which can be perfected by the filing of a financing statement. (e) The Program Spread Account and each Tag Account shall be separate from each respective Trust or Issuer and amounts on deposit therein will not constitute a part of the Trust Property of any Trust or the assets of any Issuer. Except as specifically provided herein, the Program Spread Account and each Tag Account shall be maintained by the Collateral Agent at all times separate and apart from any other account of the Seller, OFL, the Servicer, the Trust or the Issuer. All income or loss on investments of funds in the Program Spread Account and any Tag Account shall be reported by the Seller as taxable income or loss of the Seller. (f) Upon the occurrence of an event specified in clause (A) of the definition of Trigger Event with respect to a Series and until such event is Deemed Cured, at the election of the Seller amounts on deposit in the Program Spread Account may be withdrawn on the related Determination Date by the Collateral Agent from the Program Spread Account and irrevocably deposited into one or more Tag Accounts for each Series with respect to which an event specified in such clause (A) shall have occurred (and which event is not Deemed Cured) and with respect to which the Seller has made such election. In the event of such election, the Collateral Agent shall deposit from the Program Spread Account into the related Tag Account, on such related Determination Date, an amount equal to the excess, if any, of amounts on deposit in the Spread Account (excluding from the calculation of the amount on deposit in such Spread Account any amount in any related Tag Account, and taking into account any deposits thereto to be made pursuant to the first paragraph of Section 3.03(b) and taking into account any withdrawals therefrom to be made pursuant to priority FIRST of Section 3.03(b) on the related Distribution Date, but not taking into account any other changes in the amount on deposit in such account pursuant to Section 3.03(b)) over the amount specified in clause (i) of the definition of Spread Account Maximum Amount with respect to such Series (taking into account the decline in the related Series Balance to be effected on the related Distribution Date). (g) Amounts on deposit in the Program Spread Account shall be released from such account at any time upon the request of the Seller. Funds in the Program Spread Account shall not be commingled with funds in any Spread Account, any Tag Account or with any other moneys. Amounts on deposit in a Spread Account and shall be released from the Lien of this Agreement pursuant and delivered to Section 3.03(b) shallthe Seller, or at the direction of the Seller, be Seller deposited into either the Program Spread Account or Account, upon deposit of a like amount pursuant to Section 2.09(f) into the related Tag Account. (h) Upon deposit pursuant to Section 2.09(f) of amounts into a Tag Account for a Series such amounts shall be treated fungibly with all amounts on deposit in the Spread Account with respect to the same Series, except that, amounts deposited into a Spread Account pursuant to Section 3.03(b) shall be deemed to be deposited into the Spread Account, and amounts withdrawn from a Spread Account pursuant to Section 3.03(b) shall be withdrawn first from the related Tag Account and second from the Spread Account. Except as otherwise explicitly specified, all references herein to a Series Spread Account hereunder shall be deemed to include reference to any Tag Account created with respect to such Series, and all references herein to amounts on deposit in a Series Spread Account shall be deemed to include reference to amounts on deposit in the related Tag Account, if any, created with respect to such Series.