THE TRUST ACCOUNTS. 4.1 The Receivables Trustee Account Bank shall comply with any Instruction of the Receivables Trustee, or the Servicer on its behalf, to debit any Trust Account provided that such Instruction: (a) is given: (i) where the Receivables Trustee, or the Servicer on its behalf, is able to give such Instruction by CitiDirect, in accordance with the standard practices, policies and procedures for CitiDirect most recently notified to the Receivables Trustee as at the date of such Instruction; or (ii) where, for whatever reason, the Receivables Trustee, or the Servicer on its behalf, is not able to give such Instruction by CitiDirect, by submitting a Payment Instruction to the Receivables Trustee Account Bank by fax in accordance with paragraph 16.1.3 (Communications in Writing) of the Common Terms; or (b) is to pay, release, transfer, liquidate or otherwise deal with any Trust Account in accordance with the terms of an order, judgment, award, decision or decree of a competent jurisdiction determining the entitlement of the Receivables Trustee to amounts standing to the credit of any Trust Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from a Trust Account to the extent that such withdrawal does not cause such Trust Account to become overdrawn and furthermore credits shall only be made to a Trust Account when the Receivables Trustee Account Bank shall have received cleared funds. 4.2 The Receivables Trustee acknowledges and agrees that: (a) the Receivables Trustee Account Bank may rely conclusively and act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of the Parties and, if it acts in good faith on such Instructions, such Instructions shall be binding on the Receivables Trustee and the Receivables Trustee Account Bank shall not be liable for so acting; (b) the Receivables Trustee Account Bank is not responsible for any errors or omissions in any Instruction made by the Receivables Trustee, or the Servicer on its behalf, or resulting from fraud or the duplication of any Instruction by the Receivables Trustee or the Servicer on its behalf; (c) notwithstanding any other provision hereof, the Receivables Trustee Account Bank shall have the right: (i) to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify the Receivables Trustee and the Servicer of its decision; and (ii) prior to acting upon any Instruction received in accordance with Clause 4.1(a)(ii), to validate the authenticity of any such Instruction by telephoning a Call-back Contact; (d) the Receivables Trustee Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call-back of the Receivables Trustee Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses; (e) if the Receivables Trustee, or the Servicer on its behalf, informs the Receivables Trustee Account Bank that it wishes to recall, cancel or amend an Instruction (an "Amendment Instruction"), the Receivables Trustee Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing with, the Trust Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Receivables Trustee Account Bank shall be binding on the Receivables Trustee; and (f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention. 4.3 The Receivables Trustee Account Bank agrees that if instructed pursuant to Clause 4.1 to make any payment, and provided that such instruction is given by the Receivables Trustee, or the Servicer on its behalf, in sufficient time to allow the Receivables Trustee Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 16.2 (Deemed Delivery) of the Common Terms shall not apply), provided that if any direction is received by the Receivables Trustee Account Bank later than the cut-off time indicated in the table below, the Receivables Trustee Account Bank shall make such payment at the commencement of business on the following Business Day for value that day: Type of Transfer CitiDirect 2:30 p.m. on any Business Day 2:30 p.m. on any Business Day Payment Instruction 1:00 p.m. on any Business Day 12:00 noon on any Business Day 4.4 The Receivables Trustee Account Bank shall be under no obligation to debit any amounts from any Trust Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by court or tribunal of a competent jurisdiction. 4.5 The Receivables Trustee agrees that the Receivables Trustee Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Trust Accounts and shall have no obligation under this Agreement for any amounts other than those amounts which from time to time are in fact deposited and credited to the Trust Accounts. 4.6 The charges of the Receivables Trustee Account Bank (if any) for the operation of the Trust Accounts shall not be debited to any Trust Account but shall be payable by the Receivables Trustee (by utilising trust property from the Receivables Trust for such purpose in accordance with the priorities of payments set out in the Receivables Trust Deed and Servicing Agreement and any Supplement) within 50 days of receipt of a written invoice and shall be charged by the Receivables Trustee Account Bank to the Receivables Trustee as per the Receivables Trustee Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Receivables Trustee. The Receivables Trustee Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Trust Account or against any Party other than the Receivables Trustee in respect of the said charges. 4.7 The Trust Accounts will bear interest as agreed with the Receivables Trustee Account Bank from time to time, subject to a minimum of zero, which will be credited to the Trust Accounts in accordance with the Receivables Trustee Account Bank's standard practices, policies and procedures. Where interest which has accrued but not yet been credited to the Trust Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days of the payment date specified in such Instruction.
Appears in 1 contract
THE TRUST ACCOUNTS. 4.1 The Receivables Trustee Account Bank shall comply with any Instruction of the Receivables Trustee, or the Servicer on its behalf, to debit any Trust Account provided that such Instruction:
(a) is given:
(i) where the Receivables Trustee, or the Servicer on its behalf, is able to give such Instruction by CitiDirectHSBCnet, in accordance with the standard practices, policies and procedures for CitiDirect HSBCnet most recently notified to the Receivables Trustee as at the date of such Instruction; or
(ii) where, for whatever reason, the Receivables Trustee, or the Servicer on its behalf, is not able to give such Instruction by CitiDirectHSBCnet, by submitting a Payment Instruction to the Receivables Trustee Account Bank by fax in accordance with paragraph 16.1.3 (Communications in Writing) of the Common Terms; or
(b) is to pay, release, transfer, liquidate or otherwise deal with any Trust Account in accordance with the terms of an order, judgment, award, decision or decree of a court of competent jurisdiction determining the entitlement of the Receivables Trustee to amounts standing to the credit of any Trust Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from a Trust Account to the extent that such withdrawal does not cause such Trust Account to become overdrawn and furthermore credits shall only be made to a Trust Account when the Receivables Trustee Account Bank shall have received cleared funds.
4.2 The Receivables Trustee acknowledges and agrees that:
(a) the Receivables Trustee Account Bank may rely conclusively and act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of the Parties and, if it acts in good faith on such Instructions, such Instructions shall be binding on the Receivables Trustee and the Receivables Trustee Account Bank shall not be liable for so acting;
(b) the Receivables Trustee Account Bank is not responsible for any errors or omissions in any Instruction made by the Receivables Trustee, or the Servicer on its behalf, or resulting from fraud or the duplication of any Instruction by the Receivables Trustee or the Servicer on its behalf;
(c) notwithstanding any other provision hereof, the Receivables Trustee Account Bank shall have the right:
(i) to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify the Receivables Trustee and the Servicer of its decision; and
(ii) prior to acting upon any Instruction received in accordance with Clause 4.1(a)(ii), to validate the authenticity of any such Instruction by telephoning a Call-back Contact;
(d) the Receivables Trustee Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call-back of the Receivables Trustee Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses;
(e) if the Receivables Trustee, or the Servicer on its behalf, informs the Receivables Trustee Account Bank that it wishes to recall, cancel or amend an Instruction (an "Amendment Instruction"), the Receivables Trustee Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing with, the Trust Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Receivables Trustee Account Bank shall be binding on the Receivables Trustee; and
(f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention.
4.3 The Receivables Trustee Account Bank agrees that if instructed pursuant to Clause
4.1 to make any payment, and provided that such instruction is given by the Receivables Trustee, or the Servicer on its behalf, in sufficient time to allow the Receivables Trustee Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 16.2 (Deemed Delivery) of the Common Terms shall not apply), provided that if any direction is received by the Receivables Trustee Account Bank later than the cut-off time indicated in the table below, the Receivables Trustee Account Bank shall make such payment at the commencement of business on the following Business Day for value that day: Type of Transfer CitiDirect 2:30 p.m. on any Business Day 2:30 p.m. on any Business Day Payment Instruction 1:00 p.m. 12:00 noon on any Business Day 12:00 noon on any Business Day
4.4 The Receivables Trustee Account Bank shall be under no obligation to debit any amounts from any Trust Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by a court or tribunal of a competent jurisdiction.
4.5 The Receivables Trustee agrees that the Receivables Trustee Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Trust Accounts and shall have no obligation under this Agreement for any amounts other than those amounts which from time to time are in fact deposited and credited to the Trust Accounts.
4.6 The charges of the Receivables Trustee Account Bank (if any) for the operation of the Trust Accounts shall not be debited to any Trust Account but shall be payable by the Receivables Trustee (by utilising trust property from the Receivables Trust for such purpose in accordance with the priorities of payments set out in the Receivables Trust Deed and Servicing Agreement and any Supplement) within 50 days of receipt of a written invoice and shall be charged by the Receivables Trustee Account Bank to the Receivables Trustee as per the Receivables Trustee Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Receivables Trustee. The Receivables Trustee Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Trust Account or against any Party other than the Receivables Trustee in respect of the said charges.
4.7 The Trust Accounts will bear interest as agreed with the Receivables Trustee Account Bank from time to time, subject to a minimum of zero, which will be credited to the Trust Accounts in accordance with the Receivables Trustee Account Bank's standard practices, policies and procedures. Where interest which has accrued but not yet been credited to the Trust Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days of the payment date specified in such Instruction.
Appears in 1 contract
THE TRUST ACCOUNTS. 4.1 (a) The Receivables Trustee Account Bank shall comply with any Instruction Issuer agrees to establish and maintain the Trust Accounts at the Custodian according to Section 4.02 of the Receivables TrusteeIndenture and the applicable Indenture Supplement. The Custodian further agrees that (i) each Trust Account that is at the Custodian is and shall at all times be maintained by the Custodian as a Securities Account in the Custodian’s trust department, (ii) the Custodian is acting and will act as a Securities Intermediary with respect to such Trust Account, and (iii) all of the Trust Account Property (including credit balances and uninvested funds) deposited in, credited to or otherwise carried in such Trust Account shall be treated as Financial Assets.
(b) The Issuer acknowledges its responsibility as a principal for all of its obligations to the Servicer on Custodian arising under or in connection with this Agreement, warrants its behalf, authority to debit deposit in the Trust Accounts any Trust Account Property received therefor by the Custodian and to give Instructions relative thereto. The Issuer further agrees that the Custodian shall not be subject to, nor shall its rights and obligations under this Agreement or with respect to the Trust Accounts be affected by, any agreement between the Issuer and any other Person, except as otherwise provided that such Instruction:in this Agreement or unless otherwise agreed by the Issuer and the Custodian.
(ac) is givenThe Custodian shall hold and keep safe as custodian for the Trust Accounts, on behalf of the Issuer and the Indenture Trustee, all Trust Account Property in each Trust Account. The crediting of Trust Account Property to the Trust Accounts shall result in Security Entitlements to such Trust Account Property in favor of the Issuer, subject to the security interest of the Indenture Trustee as a secured party.
(d) All transactions involving the Trust Account Property shall be executed or settled solely in accordance with Instructions, except that until the Custodian receives Instructions to the contrary, the Custodian will:
(i) where collect all interest and dividends and all other income and payments, whether paid in cash or in kind, on the Receivables TrusteeTrust Account Property, or as the Servicer on its behalfsame become payable, is able to give such Instruction by CitiDirect, in accordance with and credit the standard practices, policies and procedures for CitiDirect most recently notified same to the Receivables Trustee as at the date of such Instruction; orapplicable Trust Account;
(ii) where, present for whatever reason, the Receivables Trustee, or the Servicer on its behalf, is not able to give such Instruction by CitiDirect, by submitting a Payment Instruction to the Receivables Trustee Account Bank by fax payment all Securities held in accordance with paragraph 16.1.3 (Communications in Writing) of the Common Terms; or
(b) is to pay, release, transfer, liquidate or otherwise deal with any Trust Account in accordance with the terms of an order, judgment, award, decision or decree of a competent jurisdiction determining the entitlement of the Receivables Trustee to amounts standing to the credit of any Trust Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from a Trust Account which are called, redeemed or retired or otherwise become payable and all coupons and other income items which call for payment upon presentation to the extent that a Custodian Authorized Officer has actual knowledge based on notices received at the notice address provided in Section 17 of such withdrawal does not cause opportunities and hold the cash received in such Trust Account pursuant to become overdrawn and furthermore credits shall only be made to a Trust Account when the Receivables Trustee Account Bank shall have received cleared funds.
4.2 The Receivables Trustee acknowledges and agrees that:
(a) the Receivables Trustee Account Bank may rely conclusively and act upon any Instructions received in accordance with Clause 4.1 or otherwise as agreed by all of the Parties and, if it acts in good faith on such Instructions, such Instructions shall be binding on the Receivables Trustee and the Receivables Trustee Account Bank shall not be liable for so actingthis Agreement;
(bA) exchange Securities where the Receivables Trustee Account Bank exchange is not responsible purely ministerial (including, without limitation, the exchange of temporary securities for any errors or omissions those in any Instruction made by definitive form and the Receivables Trusteeexchange of warrants, or other documents of entitlement to securities, for the Servicer on its behalfSecurities themselves) to the extent notice of such exchange has been sent to a Custodian Authorized Officer and (B) when notification of a tender or exchange offer (other than ministerial exchanges described in the foregoing clause (A)) is received for such Trust Account, or resulting from fraud or use reasonable efforts to receive Instructions, provided that if such Instructions are not received in time for the duplication of any Instruction by Custodian to take timely action, no action shall be taken with respect thereto and the Receivables Trustee or the Servicer on its behalfCustodian shall have no liability for failure to have taken such action;
(civ) notwithstanding any execute on behalf of the Issuer for each Trust Account, whenever the Custodian deems it appropriate, such ownership and other provision hereof, certificates as may be required to obtain the Receivables Trustee payment of income from the Trust Account Bank shall have Property in the right:
(i) to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement and will promptly notify the Receivables Trustee and the Servicer of its decisionapplicable Trust Account; and
(iiv) prior to acting upon appoint brokers and agents for any Instruction received of the ministerial transactions involving the Securities described in accordance with Clause 4.1(a)(iiclauses (i) through (iv) of this Section 3(d), to validate the authenticity of any such Instruction by telephoning a Call-back Contact;
(d) the Receivables Trustee Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call-back including, without limitation, affiliates of the Receivables Trustee Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses;Custodian.
(e) if The Custodian hereby acknowledges the Receivables security interest granted to the Indenture Trustee by the Issuer and that, to perfect such security interest, it holds all Trust Account Property in its possession or control for the benefit of the Indenture Trustee. The Custodian shall maintain all Trust Account Property free of any lien, charge or claim of any kind in favor of the Servicer on its behalf, informs Custodian or any Person claiming through the Receivables Trustee Account Bank that it wishes to recall, cancel or amend an Instruction Custodian (an "Amendment Instruction"other than the Indenture Trustee), and it will not assert any lien, encumbrance, claim or right of set-off against the Receivables Trustee Trust Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing withProperty, the Trust Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Receivables Trustee Account Bank shall be binding on the Receivables Trustee; and
(f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile Accounts or any other means requiring manual intervention.
4.3 The Receivables Trustee Account Bank agrees that if instructed pursuant to Clause
4.1 to make any payment, and provided that such instruction is given by the Receivables Trustee, or the Servicer on its behalf, Financial Assets carried in sufficient time to allow the Receivables Trustee Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 16.2 (Deemed Delivery) of the Common Terms shall not apply), provided that if any direction is received by the Receivables Trustee Account Bank later than the cut-off time indicated in the table below, the Receivables Trustee Account Bank shall make such payment at the commencement of business on the following Business Day for value that day: Type of Transfer CitiDirect 2:30 p.m. on any Business Day 2:30 p.m. on any Business Day Payment Instruction 1:00 p.m. on any Business Day 12:00 noon on any Business Day
4.4 The Receivables Trustee Account Bank shall be under no obligation to debit any amounts from any Trust Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by court or tribunal of a competent jurisdiction.
4.5 The Receivables Trustee agrees that the Receivables Trustee Account Bank has no responsibility whatsoever to ensure that amounts are deposited into the Trust Accounts and shall have no obligation under or any credit balance in the Trust Accounts, except as otherwise expressly permitted by this Agreement for or the Indenture. The Custodian will not enter into any amounts agreement other than those amounts which from time to time are this Agreement with any Person requiring the Custodian’s compliance with “entitlement orders” (as such term is defined in fact deposited Article 8 of the UCC) concerning the Trust Accounts originated by such Person without the prior written consent of the Issuer and credited the Indenture Trustee except as otherwise provided herein. The Custodian represents that no such agreement relating to the Trust AccountsAccount Property with any Person is now in effect.
4.6 The charges of the Receivables Trustee Account Bank (if any) for the operation of the Trust Accounts shall not be debited to any Trust Account but shall be payable by the Receivables Trustee (by utilising trust property from the Receivables Trust for such purpose in accordance with the priorities of payments set out in the Receivables Trust Deed and Servicing Agreement and any Supplement) within 50 days of receipt of a written invoice and shall be charged by the Receivables Trustee Account Bank to the Receivables Trustee as per the Receivables Trustee Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Receivables Trustee. The Receivables Trustee Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Trust Account or against any Party other than the Receivables Trustee in respect of the said charges.
4.7 The Trust Accounts will bear interest as agreed with the Receivables Trustee Account Bank from time to time, subject to a minimum of zero, which will be credited to the Trust Accounts in accordance with the Receivables Trustee Account Bank's standard practices, policies and procedures. Where interest which has accrued but not yet been credited to the Trust Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days of the payment date specified in such Instruction.
Appears in 1 contract
Samples: Custody and Control Agreement (Synchrony Card Issuance Trust)
THE TRUST ACCOUNTS. 4.1 The Receivables Trustee Account Bank shall comply with any Instruction of the Receivables Trustee, or the Servicer on its behalf, to debit any Trust Account provided that such Instruction:
(a) There is given:
hereby established and, at all times hereafter until the trusts created by this Indenture shall have terminated, there shall be maintained with the Indenture Trustee at the Corporate Trust Office, a trust account (the "Revenue Account") in the name and under the control of the Indenture Trustee for the benefit of the Noteholders into which there shall be deposited for each Vessel (i) where any and all Charterhire payments under the Receivables TrusteeCharters and any charterhire received pursuant to an Acceptable Replacement Charter, or (ii) any and all charterhire payments received by an Owner under any other charters of the Servicer Vessels, (iii) any and all income from the investment of amounts held in the Revenue Account and the Debt Service Reserve Fund and (iv) any amounts transferred to the Revenue Account from the Pre-Funding Account pursuant to Section 3.5. Notwithstanding anything to the contrary contained herein, any such amounts shall be held for the benefit of the Holders of the Term Notes. Funds on its behalf, is able to give such Instruction deposit in the Revenue Account shall be disbursed by CitiDirect, the Indenture Trustee on each Payment Date in accordance with the standard practices, policies and procedures for CitiDirect most recently notified to the Receivables Trustee as at the date of such Instruction; or
(ii) where, for whatever reason, the Receivables Trustee, or the Servicer on its behalf, is not able to give such Instruction by CitiDirect, by submitting a Payment Instruction to the Receivables Trustee Account Bank by fax in accordance with paragraph 16.1.3 (Communications in Writing) of the Common Terms; orSection 3.3.
(b) There is to payhereby established and, releaseat all times hereafter until the trusts created by this Indenture shall have terminated, transferthere shall be maintained with the Indenture Trustee at the Corporate Trust Office, liquidate or otherwise deal with any Trust a trust account (the "Termination Account") in the name and under the control of the Indenture Trustee for the benefit of the Noteholders into which there shall be deposited for each Vessel, if such Vessel is a Total Loss, the Total Loss Payment. Any Total Loss Payment deposited into the Termination Account shall be disbursed by the Indenture Trustee in accordance with Section 12.1(c). Any funds remaining in the terms of an order, judgment, award, decision or decree of a competent jurisdiction determining the entitlement of the Receivables Trustee to amounts standing to the credit of any Trust Account. Notwithstanding the provisions of this Clause 4.1, amounts shall only be withdrawn from a Trust Termination Account to the extent that such withdrawal does not cause such Trust Account to become overdrawn and furthermore credits shall only be made to a Trust Account when the Receivables Trustee Account Bank shall have received cleared funds.
4.2 The Receivables Trustee acknowledges and agrees that:
(a) the Receivables Trustee Account Bank may rely conclusively and act upon any Instructions received after application in accordance with Clause 4.1 or otherwise as agreed by all Section 12.1(c) and after providing for the expenses of the Parties and, if it acts Indenture Trustee as a result of the mandatory redemption of Mortgage Notes in good faith on such Instructions, such Instructions accordance with Section 12.1(c) shall be binding on transferred to the Receivables Trustee and Owner of the Receivables Trustee Account Bank shall not be liable for so acting;
(b) the Receivables Trustee Account Bank Vessel that is not responsible for any errors or omissions in any Instruction made by the Receivables Trustee, or the Servicer on its behalf, or resulting from fraud or the duplication of any Instruction by the Receivables Trustee or the Servicer on its behalf;a Total Loss.
(c) notwithstanding any other provision hereofThere is hereby established and, at all times hereafter until the Receivables Trustee Account Bank trusts created by this Indenture shall have terminated, there shall be maintained with the right:
Indenture Trustee at the Corporate Trust Office, a trust account (ithe "Operating Account") to refuse to act on any Instruction where it reasonably doubts its contents, authorisation, origination or compliance with this Agreement in the name and will promptly notify under the Receivables Trustee and the Servicer of its decision; and
(ii) prior to acting upon any Instruction received in accordance with Clause 4.1(a)(ii), to validate the authenticity of any such Instruction by telephoning a Call-back Contact;
(d) the Receivables Trustee Account Bank may rely upon the confirmations or responses of anyone purporting to be the Call-back Contact in answering the telephone call-back control of the Receivables Indenture Trustee Account Bank and it shall assume all risks and losses (if any) resulting from such confirmations or responses;
(e) if for the Receivables Trustee, or the Servicer on its behalf, informs the Receivables Trustee Account Bank that it wishes to recall, cancel or amend an Instruction (an "Amendment Instruction"), the Receivables Trustee Account Bank will use reasonable efforts to comply with such Amendment Instruction, to the extent it is practicable to do so, before the release or transfer of any funds from, or other dealing with, the Trust Accounts. Subject to Clause 4.2(c)(i), any Amendment Instruction acted upon by the Receivables Trustee Account Bank shall be binding on the Receivables Trustee; and
(f) it is fully aware of and agrees to accept the risks of error, security and privacy issues and fraudulent activities associated with transmitting Instructions through facsimile or any other means requiring manual intervention.
4.3 The Receivables Trustee Account Bank agrees that if instructed pursuant to Clause
4.1 to make any payment, and provided that such instruction is given by the Receivables Trustee, or the Servicer on its behalf, in sufficient time to allow the Receivables Trustee Account Bank to transfer amounts on such date, it will do so prior to close of business on the Business Day on which such direction is received (or such other Business Day as the direction may require) and for value that day (and for these purposes, the deemed receipt provisions set out in paragraph 16.2 (Deemed Delivery) benefit of the Common Terms Noteholders into which the Indenture Trustee shall not apply), provided that if any direction is received by deposit the Receivables Trustee Account Bank later than amounts described in Section 3.3(e) on each Payment Date following the cut-off time indicated in the table below, the Receivables Trustee Account Bank shall make such payment at the commencement of business on the following Business Day Delivery Date for value that day: Type of Transfer CitiDirect 2:30 p.m. on any Business Day 2:30 p.m. on any Business Day Payment Instruction 1:00 p.m. on any Business Day 12:00 noon on any Business Day
4.4 The Receivables Trustee Account Bank shall be under no obligation to debit any amounts from any Trust Account if it is prohibited from doing so by a Requirement of Law or prohibited from doing so by the terms of any order, judgment, award, decision or decree made by court or tribunal of a competent jurisdiction.
4.5 The Receivables Trustee agrees that the Receivables Trustee Account Bank has no responsibility whatsoever to ensure that amounts are each Vessel. Funds deposited into the Trust Accounts and shall have no obligation under this Agreement for any amounts other than those amounts which from time to time are in fact deposited and credited to the Trust Accounts.
4.6 The charges of the Receivables Trustee Operating Account Bank (if any) for the operation of the Trust Accounts shall not will be debited to any Trust Account but shall be payable disbursed by the Receivables Indenture Trustee (by utilising trust property from the Receivables Trust for such purpose in accordance with the priorities of payments set out in the Receivables Trust Deed and Servicing Agreement and any Supplement) within 50 days of receipt of a written invoice and shall be charged by the Receivables Trustee Account Bank to the Receivables Trustee as per the Receivables Trustee Account Bank's standard practices, policies and procedures and at a rate separately agreed with the Receivables Trustee. The Receivables Trustee Account Bank hereby acknowledges that it will have no recourse against any funds standing to the credit of any Trust Account or against any Party other than the Receivables Trustee in respect of the said charges.
4.7 The Trust Accounts will bear interest as agreed with the Receivables Trustee Account Bank from time to time, subject to a minimum pay Recurring Fees for each Vessel as such amounts become due and payable upon presentation of zero, which will be credited invoices therefor pursuant to the Trust Accounts in accordance Management Agreement.
(d) There is hereby established and, at all times hereafter until the trusts created by this Indenture shall have terminated, there shall be maintained with the Receivables Indenture Trustee Account Bank's standard practicesat the Corporate Trust Office, policies a trust account (the "Casualty Account) in the name and procedures. Where interest which has accrued but not yet been credited to under the Trust Accounts is required to be released in accordance with an Instruction delivered under Clause 4.1, such interest shall be paid to the account specified in such Instruction within five Business Days control of the payment date specified in such Instruction.Indenture Trustee for the benefit of the Noteholders into which there shall be
Appears in 1 contract
