Yield Supplement Account. (a) The Depositor shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. (b) In order to provide for the prompt payment by the Depositor of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreement, the Depositor, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held from time to time in the Yield Supplement Account including the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section. (c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account. (d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account. (e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2. (f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account. (g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account. (h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account. (i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts. (j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC)
Yield Supplement Account. (a) The Depositor On or prior to the Closing Date, the Company shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement an Eligible Deposit Account (the "Yield Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Certificateholders. On or prior to the Closing Date, the Company, the Servicer and the Trustee shall enter into the Yield Supplement Account Agreement and the Seller shall deposit an amount equal to the Yield Supplement Initial Deposit into the Yield Supplement Account. The Yield Supplement Account and any amounts therein shall not be property part of the Trust, but shall instead will be pledged to the Collateral Agent held for the benefit of the Certificateholders. The Company hereby acknowledges that the Yield Supplement Initial Deposit and any investment earnings thereon are owned directly by it, and the Company hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes.
(b) In order The Company hereby sells, conveys and transfers to provide for the prompt payment by the Depositor of the Yield Supplement AmountTrustee, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreementcollateral agent, the Depositor, on behalf of itself and its successors and assigns, the Yield Supplement Initial Deposit and all proceeds thereof, and hereby pledges to the Collateral Agent Trustee as collateral agent, and its successors and assigns for the benefit of the Certificateholdersassigns, all of other amounts deposited in or credited to the Trustee as collateral agent, and its rightsuccessors and assigns, title and interest all other amounts deposited in and or credited to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held Account from time to time in the Yield Supplement Account including the Yield Supplement Initial Depositunder this Agreement, all Eligible Investment made with amounts on deposit therein, all earnings and distributions thereon, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds The amounts on deposit in the Yield Supplement Account on each Distribution Date shall be available for distribution as provided in Section 5.05; provided, however, that if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Yield Supplement Maximum Amount, the Trustee shall release and distribute such excess amount to the Company. Upon any such distribution to the Company, the Certificateholders will have no further rights in, or claims to, such amounts.
(d) Following the payment in full of the Certificate Balance and of all other amounts owing or to be distributed to Certificateholders under this Agreement and the termination of the Trust, any amount remaining on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the DepositorCompany.]
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp)
Yield Supplement Account. (a) The Depositor On or prior to the Closing Date, the Company shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement an Eligible Deposit Account (the "Yield Supplement Supplement-Account"), bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Certificateholders. On or prior to the Closing Date, the Company, the Servicer and the Trustee shall enter into the Yield Supplement Account Agreement and the Sellers shall deposit an amount equal to the Yield Supplement Initial Deposit into the Yield Supplement Account. The Yield Supplement Account and any amounts therein shall not be property part of the Trust, but shall instead will be pledged to the Collateral Agent held for the benefit of the Certificateholders. The Company hereby acknowledges that the Yield Supplement Initial Deposit and any investment earnings thereon are owned directly by it, and the Company hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes.
(b) In order The Company hereby sells, conveys and transfers to provide for the prompt payment by the Depositor of the Yield Supplement AmountTrustee, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreementcollateral agent, the Depositor, on behalf of itself and its successors and assigns, the Yield Supplement Initial Deposit and all proceeds thereof, and hereby pledges to the Collateral Agent Trustee as collateral agent, and its successors and assigns for the benefit of the Certificateholdersassigns, all of other amounts deposited in or credited to the Trustee as collateral agent, and its rightsuccessors and assigns, title and interest all other amounts deposited in and or credited to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held Account from time to time in the Yield Supplement Account including the Yield Supplement Initial Depositunder this Agreement, all Eligible Investment made with amounts on deposit therein, all earnings and distributions thereon, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds The amounts on deposit in the Yield Supplement Account on each Distribution Date shall be available for distribution as provided in Section 5.05; provided, however, that if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Yield Supplement Maximum Amount, the Trustee shall release and distribute such excess amount to the Company. Upon any such distribution to the Company, the Certificateholders will have no further rights in, or claims to, such amounts.
(d) Following the payment in full of the Certificate Balance and of all other amounts owing or to be distributed to Certificateholders under this Agreement and the termination of the Trust, any amount remaining on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the DepositorCompany.]
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Gs Mortgage Securities Corp), Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp)
Yield Supplement Account. (a) The Depositor Seller shall establish and maintain in the name of the Collateral Agent a segregated trust account an Eligible Deposit Account to secure the DepositorSeller's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders.
(b) In order to provide for the prompt payment by the Depositor Seller of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor Seller of its obligations under the Yield Supplement Agreement, Agreement the DepositorSeller, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account including (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Eligible Investments selected by the Depositor Seller and designated in writing by the Depositor Seller to the Collateral Agent; provided, however, it is understood and agreed that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Eligible Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Eligible Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Eligible Investments are not required to be (but may be) invested over nightovernight. The Depositor Seller will treat the funds, Permitted Eligible Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. a.m. (New York time) on each Deposit Date, the Servicer Seller shall deposit to the Collection Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Distribution Date, the Servicer fail Seller fails to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to into the Collection Certificate Account.
(he) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust accountan Eligible Deposit Account, the Collateral Agent shall within ten (10) 10 Business Days (or such longer period, not to exceed thirty (30) 30 calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account an Eligible Deposit Account to such new Yield Supplement Account.
(if) Amounts on deposit in the Yield Supplement Account will be released to the Depositor Seller on each Payment Distribution Date to the extent that the amount on deposit in the Yield Supplement Account exceeds would exceed the Specified Yield Supplement Balance. Upon a distribution to the Depositor Seller of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor Seller shall in no event thereafter be required to refund any such distributed amounts.
(jg) Investment earnings attributable With respect to the Yield Supplement Account Property, the Seller and the Collateral Agent agree that:
(i) any Yield Supplement Account Property and proceeds therefrom that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;
(ii) any Yield Supplement Account Property that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (a) of the definition of "Delivery" (except that all references therein to the "Trustee," shall be deemed to be references to the Collateral Agent) and shall be held, pending maturity or disposition, solely by the Collateral Agent or a financial intermediary (as such term is defined in the Relevant UCC) acting solely for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]Certificateholders;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Security Auto Grantor Trust 1997-A)
Yield Supplement Account. (a) The Depositor On or prior to the ------------------------ Closing Date, the Company shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement an Eligible Deposit Account (the "Yield Supplement Supplement-Account"), bearing a designation clearly indicating that the funds deposited therein are for the benefit of the Certificateholders. On or prior to the Closing Date, the Company, the Servicer and the Trustee shall enter into the Yield Supplement Account Agreement and the Sellers shall deposit an amount equal to the Yield Supplement Initial Deposit into the Yield Supplement Account. The Yield Supplement Account and any amounts therein shall not be property part of the Trust, but shall instead will be pledged to the Collateral Agent held for the benefit of the Certificateholders. The Company hereby acknowledges that the Yield Supplement Initial Deposit and any investment earnings thereon are owned directly by it, and the Company hereby agrees to treat the same as its assets (and earnings) for federal income tax and all other purposes.
(b) In order The Company hereby sells, conveys and transfers to provide for the prompt payment by the Depositor of the Yield Supplement AmountTrustee, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreementcollateral agent, the Depositor, on behalf of itself and its successors and assigns, the Yield Supplement Initial Deposit and all proceeds thereof, and hereby pledges to the Collateral Agent Trustee as collateral agent, and its successors and assigns for the benefit of the Certificateholdersassigns, all of other amounts deposited in or credited to the Trustee as collateral agent, and its rightsuccessors and assigns, title and interest all other amounts deposited in and or credited to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held Account from time to time in the Yield Supplement Account including the Yield Supplement Initial Depositunder this Agreement, all Eligible Investment made with amounts on deposit therein, all earnings and distributions thereon, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds The amounts on deposit in the Yield Supplement Account on each Distribution Date shall be available for distribution as provided in Section 5.05; provided, however, that if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Yield Supplement Maximum Amount, the Trustee shall release and distribute such excess amount to the Company. Upon any such distribution to the Company, the Certificateholders will have no further rights in, or claims to, such amounts.
(d) Following the payment in full of the Certificate Balance and of all other amounts owing or to be distributed to Certificateholders under this Agreement and the termination of the Trust, any amount remaining on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the DepositorCompany.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Asset Backed Securities Corp)
Yield Supplement Account. (a) The Depositor Seller shall establish and maintain in the name of the Collateral Agent a segregated trust account to secure the DepositorSeller's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders.
(b) In order to provide for the prompt payment by the Depositor Seller of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor Seller of its obligations under the Yield Supplement Agreement, the DepositorSeller, on behalf of itself and its successors succes sors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement AccountAc count, and all proceeds of the foregoing, including including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account (whether in the form of deposit accounts, physical securities, book-entry securities, uncertificated securities or otherwise) including the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor Seller and designated in writing by the Depositor Seller to the Collateral Collat eral Agent; provided, however, it is understood and agreed that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Permit xxx Investments are not required to be (but may be) invested over night. The Depositor Seller will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Distribution Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Supple ment Account an amount equal to such deficiency and deposit such amount to the Collection Certificate Account.
(he) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(if) Amounts on deposit in the Yield Supplement Account will be released to the Depositor Seller on each Payment Distribution Date to the extent that the amount on deposit in the Yield Supplement Account exceeds would exceed the Specified Yield Supplement Balance. Upon a distribution to the Depositor Seller of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor Seller shall in no event thereafter be required to refund any such distributed amounts.
(jg) Investment earnings attributable With respect to the Yield Supplement Account Property, the Seller and the Collateral Agent agree that:
(i) any Yield Supplement Account Property and proceeds therefrom that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institu tions having the Required Deposit Rating; each such deposit account shall be subject to the exclusive custody and con trol of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;
(ii) any Yield Supplement Account Property that constitutes physical securities shall be delivered to the Collateral Agent in accordance with paragraph (i) of the definition of "Delivery" (except that all references therein to the "Trustee" shall be deemed to be references to the Collateral Agent) and shall be held, pending maturity or disposition, solely by the Collateral Agent or a financial intermediary (as such term is defined in the relevant UCC) acting solely for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]Certificateholders;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Usaa Federal Savings Bank)
Yield Supplement Account. (ai) The Depositor shall establish Servicer shall, prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-2", initially at the corporate trust department of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement (Indenture Trustee, which shall be designated as the "Yield Supplement Account")." The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee. The Yield Supplement Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Yield Supplement Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are Outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits to the Yield Supplement Account shall be made. The Yield Supplement Account and any amounts therein shall not be all amounts, securities, investments, financial assets and other property of the Trust, but shall be pledged deposited in or credited to the Collateral Agent for the benefit of Certificateholders.
(b) In order to provide for the prompt payment by the Depositor of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreement, the Depositor, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held from time to time in the Yield Supplement Account including the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Sectionsuch amounts, the "Yield Supplement Account Property"), to have and to hold all ) shall be held by the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust Indenture Trustee as secured party for the uses benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and purposesas part of the Trust Property, and subject to all withdrawals from there from shall be made only upon the terms and provisions set forth in this Sectionconditions of the Basic Documents. The Collateral Agent hereby acknowledges such transfer Yield Supplement Account Property shall, to the extent permitted by applicable law, rules and accepts regulations, be invested, as directed in writing by the Depositor, by the bank or trust hereunder and shall hold and distribute company then maintaining the Yield Supplement Account Property in accordance with Permitted Investments that mature not later than the terms next Payment Date or such later date that satisfies the Rating Agency Condition, and provisions such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank is the Indenture Trustee, in the absence of this Section.
written direction, all funds shall be retained uninvested. All interest and other income (cnet of losses and investment expenses) Funds on funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent deposited therein. The Indenture Trustee shall not be liable for any loss arising from such investment losses in Permitted InvestmentsInvestments made in accordance with directions from the Depositor. Funds on deposit in In the event the Yield Supplement Account shall is no longer to be invested in Permitted Investments that will mature so that all such funds will be available maintained at the opening corporate trust department of business on each the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Date; provided, however, that Account to the extent permitted by the Rating Agencies, funds on deposit in be established as the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, period not to exceed thirty (30) calendar days, days as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust and give written notice of the location and account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust number of such account to such new Yield Supplement Accountthe Indenture Trustee.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (Usaa Auto Owner Trust 2004-2)
Yield Supplement Account. (ai) The Depositor shall establish Servicer shall, prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-4", initially at the corporate trust department of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement (Indenture Trustee, which shall be designated as the "Yield Supplement Account")." The Yield Supplement Account shall be under the sole dominion and control of the Indenture Trustee. The Yield Supplement Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Yield Supplement Account shall be established and maintained at an institution which agrees in writing that for so long as the Notes are Outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. On the Closing Date, the Depositor shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits to the Yield Supplement Account shall be made. The Yield Supplement Account and any amounts therein shall not be all amounts, securities, investments, financial assets and other property of the Trust, but shall be pledged deposited in or credited to the Collateral Agent for the benefit of Certificateholders.
(b) In order to provide for the prompt payment by the Depositor of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreement, the Depositor, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held from time to time in the Yield Supplement Account including the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Sectionsuch amounts, the "Yield Supplement Account Property"), to have and to hold all ) shall be held by the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust Indenture Trustee as secured party for the uses benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and purposesas part of the Trust Property, and subject to all withdrawals from there from shall be made only upon the terms and provisions set forth in this Sectionconditions of the Basic Documents. The Collateral Agent hereby acknowledges such transfer Yield Supplement Account Property shall, to the extent permitted by applicable law, rules and accepts regulations, be invested, as directed in writing by the Depositor, by the bank or trust hereunder and shall hold and distribute company then maintaining the Yield Supplement Account Property in accordance with Permitted Investments that mature not later than the terms next Payment Date or such later date that satisfies the Rating Agency Condition, and provisions such Permitted Investments shall be held to maturity. If JPMorgan Chase Bank, National Association is the Indenture Trustee, in the absence of this Section.
written direction, all funds shall be retained uninvested. All interest and other income (cnet of losses and investment expenses) Funds on funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent deposited therein. The Indenture Trustee shall not be liable for any loss arising from such investment losses in Permitted InvestmentsInvestments made in accordance with directions from the Depositor. Funds on deposit in In the event the Yield Supplement Account shall is no longer to be invested in Permitted Investments that will mature so that all such funds will be available maintained at the opening corporate trust department of business on each the Indenture Trustee, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause an Eligible Deposit Date; provided, however, that Account to the extent permitted by the Rating Agencies, funds on deposit in be established as the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, period not to exceed thirty (30) calendar days, days as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust and give written notice of the location and account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust number of such account to such new Yield Supplement Accountthe Indenture Trustee.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (USAA Auto Owner Trust 2005-4)
Yield Supplement Account. (a) The Depositor Seller shall establish and maintain in the name of the Collateral Agent a segregated trust account an Eligible Deposit Account to secure the DepositorSeller's obligations under the Yield Supplement Agreement (the "Yield Supplement AccountYIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. The Yield Supplement Account shall initially be maintained at Bankers Trust Company.
(b) In order to provide for the prompt payment by the Depositor Seller of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor Seller of its obligations under the Yield Supplement Agreement, Agreement the DepositorSeller, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account including (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account PropertyYIELD SUPPLEMENT ACCOUNT PROPERTY"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Security Bank Na)
Yield Supplement Account. (ai) The Depositor shall establish Servicer shall, prior to the Closing Date, cause to be established and maintain maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, National Association, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2005-3", initially at the corporate trust department of the Collateral Agent a segregated trust account to secure the Depositor's obligations under the Yield Supplement Agreement (Indenture Trustee, which shall be designated as the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders.
(b) In order to provide for the prompt payment by the Depositor of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreement, the Depositor, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including all other amounts and investments held from time to time in the Yield Supplement Account including the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) " The Yield Supplement Account shall be under the sole custody dominion and control of the Collateral AgentIndenture Trustee. If, at any timeThe Yield Supplement Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. In addition, the Yield Supplement Account ceases to shall be a segregated trust accountestablished and maintained at an institution which agrees in writing that for so long as the Notes are Outstanding it will comply with entitlement orders (as defined in Article 8 of the UCC) originated by the Indenture Trustee without further consent of the Issuer. On the Closing Date, the Collateral Agent Depositor shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from Initial Deposit into the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable No additional deposits to the Yield Supplement Account Property shall be made. The Yield Supplement Account and proceeds therefrom all amounts, securities, investments, financial assets and other property deposited in or credited to the Yield Supplement Account (such amounts, the "Yield Supplement Account Property") shall be held by the Collateral Agent Indenture Trustee as secured party for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights Noteholders and, after payment in full of the Certificateholders or Notes, as agent of the Servicer. The Collateral Agent Owner Trustee and as part of the Trust Property, and all withdrawals from there from shall cause all investment earnings attributable to be made only upon the Yield Supplement Account to be distributed on each Payment Date to terms and conditions of the DepositorBasic Documents.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-3)
Yield Supplement Account. (a) The Depositor [__________] shall establish and maintain the Yield Supplement Account in the name of the Collateral Agent Trustee for the benefit of the Certificateholders. Except as otherwise provided in the Agreement, the Yield Supplement Account shall be initially established with the Trustee and maintained with the Trustee so long as (i) the commercial paper or other short-term unsecured debt obligations of the Trustee have the Required Rating, or (ii) such Yield Supplement Account is a segregated trust account to secure located in the Depositor's obligations under the Yield Supplement Agreement (the "Yield Supplement Account"). The Yield Supplement Account and any amounts therein shall not be property corporate trust department of the Trust, but shall be pledged to Trustee bearing a designation clearly indicating that the Collateral Agent for the benefit of Certificateholders.
(b) In order to provide for the prompt payment by the Depositor of the Yield Supplement Amount, to assure availability of the amounts maintained funds deposited therein are held in the Yield Supplement Account and as security for the performance by the Depositor of its obligations under the Yield Supplement Agreement, the Depositor, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns trust for the benefit of the Certificateholders, all and the Trustee has a long-term deposit rating from Moody's (so long as Xxxxx'x is a Rating Agency) of its rightat least Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws (which may include the Trustee) and is organized under the laws of the United States, title and interest any State thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in and to the Agreement, in the event that the Trustee no longer meets either of the foregoing requirements, then the Servicer shall, with the Trustee's assistance as necessary, cause the Yield Supplement AccountAccount to be moved to a bank or trust company that satisfies either of such requirements.
(b) For so long as the depository institution or trust company then maintaining the Yield Supplement Account meets the requirements of Section 14.11(a)(i) or (a)(ii), and all proceeds of the foregoing, including all other amounts and investments held from time to time in the Yield Supplement Account including shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed by [__________], in Permitted Investments; otherwise such amounts shall be maintained in cash. Realized losses, if any, on investment of funds on deposit in the Yield Supplement Initial Deposit, subject, however, Account and all investment expenses shall be charged first against undistributed investment earnings attributable to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount Account and then against the amounts on deposit in the Yield Supplement Account.
(all c) On or prior to the Closing Date, [__________] shall deposit an amount equal to the Yield Supplement Account Deposit into the Yield Supplement Account. The Yield Supplement Account shall not be part of the foregoingTrust but instead will be owned by[__________] and held for the benefit of the Holders of the Certificates.
(d) [__________] hereby sells, subject conveys and transfers to the limitations set forth Trustee and its successors and assigns, the Yield Supplement Account Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, the Yield Supplement Account and all amounts, securities, investments, financial assets, investment property and other property from time to time deposited in this Sectionor credited to the Yield Supplement Account and all proceeds thereof (collectively, including, without limitation, the Yield Supplement Account, the "Yield Supplement Account Property"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust ) for the uses and purposespurpose of security payments of the Maximum Yield Supplement Amount, and subject subject, however to the terms and provisions limitations set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute below:
(i) all or a portion of the Yield Supplement Account Property may be invested and reinvested in the manner specified in Section 14.11(b). All such investments shall be made in the name of the Trustee and all income and gain realized thereon shall remain in the Yield Supplement Account and be distributed to the Certificate Account as required by Section 14.06(a)(iii);
(ii) notwithstanding anything herein to the contrary, on each Distribution Date, the Trustee shall pay to [__________] the amount, if any, of any funds on deposit in the Yield Supplement Account in excess of the Maximum Yield Supplement Amount, after giving effect to all distributions to be made on such date; and
(iii) upon termination of this Agreement in accordance with Article Twenty or in the terms and provisions event that [__________] obtains a letter of this Section.
(c) Funds credit, surety bond or insurance policy or otherwise satisfies the requirements established by the Rating Agencies, in either case as evidenced by a letter to the Trustee from each Rating Agency to the effect that the foregoing arrangements will not cause their then-current ratings of the Rated Certificates to be qualified, reduced or withdrawn, all amounts on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Investments selected by the Depositor and designated in writing by the Depositor paid to the Collateral Agent; provided, however, that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Investments. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; provided, however, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Investments are not required to be (but may be) invested over night. The Depositor will treat the funds, Permitted Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account[__________].
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(eiv) Each of the Depositor [__________] and the Servicer agree agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, the Control Agreement, any UCC financing statements under or the UCC or this Agreement) as may be determined to be necessary, in an Opinion of Counsel to [__________] delivered to the Trustee, in order to perfect the security interests created by this Section 8.2 and otherwise fully to effectuate the purposes, terms and conditions of this Section 8.2.Section. [__________] and/or the Servicer, as the case may be, shall:
(fA) Notwithstanding anything else contained hereinpromptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest in the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will Property; and
(iB) comply with Entitlement Orders (i.e., orders directing make the transfer necessary filings of financing statements or redemption amendments thereto within five days after the occurrence of any financial assets credited of the following (and promptly notify the Trustee of each such filing): (1) any change in its corporate name or any trade name, (2) any change in the location of its chief executive office or principal place of business or (3) any merger or consolidation or other change in its identity or corporate structure.
(e) The Trustee hereby covenants not to the Yield Supplement Account) relating enter into any subordination or intercreditor agreement with respect to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into or any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust account, the Collateral Agent shall within ten (10) Business Days (or such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Account.
(i) Amounts assets on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amountstherein.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]
Appears in 1 contract
Samples: Standard Terms and Conditions Agreement (Pooled Auto Securities Shelf LLC)
Yield Supplement Account. (a) The Depositor Seller shall establish and maintain in the name of the Collateral Agent a segregated trust account an Eligible Deposit Account to secure the DepositorSeller's obligations under the Yield Supplement Agreement (the "Yield Supplement AccountYIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. The Yield Supplement Account shall initially be maintained at Bankers Trust Company.
(b) In order to provide for the prompt payment by the Depositor Seller of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor Seller of its obligations under the Yield Supplement Agreement, Agreement the DepositorSeller, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account including (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account PropertyYIELD SUPPLEMENT ACCOUNT PROPERTY"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Eligible Investments selected by the Depositor Seller and designated in writing by the Depositor Seller to the Collateral Agent; providedPROVIDED, howeverHOWEVER, it is understood and agreed that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Eligible Investments or incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer to provide timely, written direction. In no event shall the Collateral Agent be liable for the selection of Eligible Investments. The Collateral Agent shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; providedPROVIDED, howeverHOWEVER, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Eligible Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Eligible Investments are not required to be (but may be) invested over nightovernight. The Depositor Seller will treat the funds, Permitted Eligible Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds from the Yield Supplement Account shall be delivered to the Collateral Agent by causing the financial institution then maintaining the Yield Supplement Account (such institution being referred to as the "Yield Supplement Account Securities Intermediary") to create a Security Entitlement in the Yield Supplement Account in favor of the Trustee with respect to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the Yield Supplement Account.
(e) Each of the Depositor and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 and otherwise effectuate the purposes, terms and conditions of this Section 8.2.
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed to such Qualified Trust Institution or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. a.m. (New York time) on each Deposit Date, the Servicer Seller shall deposit to the Collection Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided PROVIDED that if, on any Payment Distribution Date, the Servicer fail Seller fails to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to into the Collection Certificate Account.
(he) The Yield Supplement Account shall be under the sole custody and control of the Collateral Agent. If, at any time, the Yield Supplement Account ceases to be a segregated trust accountan Eligible Deposit Account, the Collateral Agent shall within ten (10) 10 Business Days (or such longer period, not to exceed thirty (30) 30 calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account an Eligible Deposit Account to such new Yield Supplement Account.
(if) Amounts on deposit in the Yield Supplement Account will be released to the Depositor Seller on each Payment Distribution Date to the extent that the amount on deposit in the Yield Supplement Account exceeds would exceed the Specified Yield Supplement Balance. Upon a distribution to the Depositor Seller of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor Seller shall in no event thereafter be required to refund any such distributed amounts.
(jg) Investment earnings attributable With respect to the Yield Supplement Account Property:
(i) any Yield Supplement Account Property and proceeds therefrom that is held in deposit accounts shall be held solely in the name of the Collateral Agent at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;
(ii) any Yield Supplement Account Property that constitutes Physical Property shall be delivered to the Collateral Agent in accordance with paragraph (a) of the definition of "Delivery" (except that all references therein to the "Trustee," shall be deemed to be references to the Collateral Agent) and shall be held, pending maturity or disposition, solely by the Collateral Agent or a financial intermediary (as such term is defined in the Relevant UCC) acting solely for the benefit of the Depositor. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Date to the Depositor.]Certificateholders;
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Security Corp /Ut/)
Yield Supplement Account. (a) The Depositor Seller shall establish and maintain in the name of the Collateral Agent a segregated trust account an Eligible Deposit Account to secure the DepositorSeller's obligations under the Yield Supplement Agreement (the "Yield Supplement AccountYIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account and any amounts therein shall not be property of the Trust, but shall be pledged to the Collateral Agent for the benefit of Certificateholders. The Yield Supplement Account shall initially be maintained at Bankers Trust Company.
(b) In order to provide for the prompt payment by the Depositor Seller of the Yield Supplement Amount, to assure availability of the amounts maintained in the Yield Supplement Account and as security for the performance by the Depositor Seller of its obligations under the Yield Supplement Agreement, Agreement the DepositorSeller, on behalf of itself and its successors and assigns, hereby pledges to the Collateral Agent and its successors and assigns for the benefit of the Certificateholders, all of its right, title and interest in and to the Yield Supplement Account, and all proceeds of the foregoing, including including, without limitation, all other amounts and investments held from time to time in the Yield Supplement Account including (whether in the form of deposit accounts, Physical Property, Book-Entry Securities, Uncertificated Securities or otherwise) including, without limitation, the Yield Supplement Initial Deposit, subject, however, to the limitations set forth below, and solely for the purpose of securing payment of the Yield Supplement Amount (all of the foregoing, subject to the limitations set forth in this Section, the "Yield Supplement Account PropertyYIELD SUPPLEMENT ACCOUNT PROPERTY"), to have and to hold all the aforesaid property, rights and privileges unto the Collateral Agent, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions provisions, set forth in this Section. The Collateral Agent hereby acknowledges such transfer and accepts the in trust hereunder and shall hold and distribute the Yield Supplement Account Property in accordance with the terms and provisions of this Section.
(c) Funds on deposit in the Yield Supplement Account shall be invested by the Collateral Agent in Permitted Eligible Investments selected by the Depositor Seller and designated in writing by the Depositor Seller to the Collateral Agent; providedPROVIDED, howeverHOWEVER, it is understood and agreed that the Collateral Agent shall not be liable for any loss arising from such investment in Permitted Eligible Investments or incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer to provide timely, written direction. In no event shall the Collateral Agent be liable for the selection of Eligible Investments. The Collateral Agent shall have no obligation to invest or reinvest any amounts held hereunder in the absence of written investment direction. Funds on deposit in the Yield Supplement Account shall be invested in Permitted Eligible Investments that will mature so that all such funds will be available at the opening of business on each Deposit Date; providedPROVIDED, howeverHOWEVER, that to the extent permitted by the Rating Agencies, funds on deposit in the Yield Supplement Account may be invested in Permitted Eligible Investments that mature later than the next Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Permitted Eligible Investments are not required to be (but may be) invested over nightovernight. The Depositor Seller will treat the funds, Permitted Eligible Investments and other assets in the Yield Supplement Account as its own for Federal, state and local income tax and franchise tax purposes and will report on its tax returns all income, gain and loss from the Yield Supplement Account.
(d) Each Permitted Investment made with funds No later than 11:00 a.m. (New York time) on each Deposit Date, the Seller shall deposit to the Certificate Account an amount equal to the Yield Supplement Amount for the related Collection Period; PROVIDED that if, on any Distribution Date, the Seller fails to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount into the Certificate Account.
(e) The Yield Supplement Account shall be delivered to under the sole custody and control of the Collateral Agent by causing the financial institution then maintaining Agent. If, at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Collateral Agent shall within 10 Business Days (or such institution being referred longer period, not to exceed 30 calendar days, as the "to which each Rating Agency may consent) establish a new Yield Supplement Account Securities Intermediary") to create a Security Entitlement as an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account in favor of the Trustee with respect which is no longer an Eligible Deposit Account to such Permitted Investment by indicating by book-entry that such Permitted Investment has been credited to the Yield Supplement Account. The Servicer shall only invest in Permitted Investments which the Yield Supplement Account Securities Intermediary agrees to credit to the new Yield Supplement Account.
(ef) Each Amounts on deposit in the Yield Supplement Account will be released to the Seller on each Distribution Date to the extent that the amount on deposit in the Yield Supplement Account would exceed the Specified Yield Supplement Balance. Upon a distribution to the Seller of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Seller from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Seller shall in no event thereafter be required to refund any such distributed amounts.
(g) With respect to the Yield Supplement Account Property:
(i) any Yield Supplement Account Property that is held in deposit accounts shall be held solely in the name of the Depositor Collateral Agent at one or more depository institutions having the Required Rating; each such deposit account shall be subject to the exclusive custody and control of the Collateral Agent, and the Collateral Agent shall have sole signature authority with respect thereto;
(ii) the Collateral Agent shall maintain Control over each deposit account in which any Account Property that constitutes a Security Entitlement, an Uncertificated Security or a Federal Book-Entry Security is held; and
(iii) any Yield Supplement Account Property that constitutes either a Security Certificate or any other Yield Supplement Account Property that constitutes Physical Property and that is not a Security Entitlement shall be transferred to the Collateral Agent or its nominee or custodian by physical delivery to the Collateral Agent or its nominee or custodian endorsed to, or registered in the name of, the Collateral Agent or its nominee or custodian endorsed in blank. Effective upon delivery of any Yield Supplement Account Property in the form of Physical Property, Book-Entry Securities or Uncertificated Securities, the Collateral Agent shall be deemed to have represented that it has purchased such Yield Supplement Account Property for value, in good faith and without notice of any adverse claim thereto.
(h) The Seller (and any successor to the Seller in accordance with Section 7.3) and the Servicer agree to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any financing statements under the Relevant UCC or this Agreement) as may be determined to be necessary, in order to perfect the security interests created by this Section 8.2 5.2 and otherwise fully to effectuate the purposes, terms and conditions of this Section 8.2.5.2. The Seller (and any successor to the Seller in accordance with Section 7.3) and the Servicer shall:
(f) Notwithstanding anything else contained herein, the Yield Supplement Account shall only be established at Qualified Trust Institution which agrees that it will (i) comply promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with Entitlement Orders (i.e., orders directing the transfer or redemption of any financial assets credited to the Yield Supplement Account) relating to the Yield Supplement Account issued by the Collateral Agent without further consent by the Depositor; (ii) credit all Permitted Investments to the Yield Supplement Account; (iii) treat each item of property (including, without limitation, investment property, securities, instruments and cash) credited to the Yield Supplement Account as a Financial Asset; (iv) not enter into any agreement with any other person relating to the Yield Supplement Account pursuant to which agreement it has agreed to comply with Entitlement Orders made by such person; (v) not accept for credit to the Yield Supplement Account any Permitted Investment which is registered in the name of, or payable to the order of, or specially indorsed to, any person other than such Qualified Trust Institution unless it has been indorsed respect to such Qualified Trust Institution interests and perform all such other acts as may be necessary in order to perfect or is indorsed in blank and (vi) such Qualified Trust Institution has agreed that it will waive any right of set-off unrelated to its fees for such Account.
(g) No later than 11:00 A.M. (New York time) on each Deposit Date, maintain the Servicer shall deposit to the Collection Account an amount equal to the Yield Supplement Amount for the related Collection Period; provided that if, on any Payment Date, the Servicer fail to pay the Yield Supplement Amount, then, in such event, the Trustee shall direct the Collateral Agent to withdraw from the Yield Supplement Account an amount equal to such deficiency and deposit such amount to the Collection Account.
(h) The Yield Supplement Account shall be under the sole custody and control perfection of the Collateral Agent. If's security interest; and
(ii) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following: (A) any change in their respective names or any trade names, at (B) any time, change in the Yield Supplement Account ceases to be a segregated trust account, location of their respective chief executive offices or principal places of business and (C) any merger or consolidation or other change in their respective identities or corporate structures; and shall promptly notify the Collateral Agent shall within ten (10) Business Days (or of any such longer period, not to exceed thirty (30) calendar days, as to which each Rating Agency may consent) establish a new Yield Supplement Account as a segregated trust account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is no longer a segregated trust account to such new Yield Supplement Accountfilings.
(i) Amounts on deposit in the Yield Supplement Account will be released to the Depositor on each Payment Date to the extent that the amount on deposit in the Yield Supplement Account exceeds the Specified Yield Supplement Balance. Upon a distribution to the Depositor of amounts from the Yield Supplement Account, the Certificateholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Depositor from the Yield Supplement Account or otherwise shall not be available under any circumstances to the Trust, the Trustee, the Collateral Agent or the Certificateholders and the Depositor shall in no event thereafter be required to refund any such distributed amounts.
(j) Investment earnings attributable to the Yield Supplement Account Property and proceeds therefrom shall be held by the Collateral Agent for the benefit of the DepositorSeller. Investment earnings attributable to the Yield Supplement Account Property shall not be available to pay the Yield Supplement Amount and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. The Collateral Agent shall cause all investment earnings attributable to the Yield Supplement Account to be distributed on each Payment Distribution Date to the DepositorSeller.]
Appears in 1 contract
Samples: Pooling and Servicing Agreement (First Security Bank Na)
