Yield Supplement Account. (a) On or prior to the Closing Date, the Issuer, the Yield Supplement Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to which the Yield Supplement Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Owner Trustee shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits will be made to the Yield Supplement Account after the Closing Date. (b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be. (c) All amounts held in the Yield Supplement Account shall be invested in accordance with the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date, but in no event that mature later than 90 days after the date of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit in the Yield Supplement Account are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above. (d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and pay to the Class R Certificateholder an amount equal to the excess, if any, of the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect to such Payment Date.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Chase Manhattan Bank Usa Chase Manhattan Auto Owner Tr 03 C), Sale and Servicing Agreement (Chase Manhattan Auto Trust 2004-A), Sale and Servicing Agreement (Chase Manhattan Auto Owner Trust 2003-B)
Yield Supplement Account. (a) On or prior to the Closing Date, the Issuer, the Yield Supplement Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to which the Yield Supplement Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Owner Trustee shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits will be made to the Yield Supplement Account after the Closing Date.
(b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be.
(c) All amounts held in the Yield Supplement Account shall be invested in accordance with the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date, but in no event that mature later than 90 days after the date of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit in the Yield Supplement Account are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above.
(d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and pay to the Class R Certificateholder an amount equal to the excess, if any, of the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect to such Payment Date.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Chase Manhattan Auto Owner Trust 2002-B), Sale and Servicing Agreement (Chase Manhattan Auto Owner Trust 2003-A)
Yield Supplement Account. (a) On or prior to the Closing Date, the Issuer, the Yield Supplement Account Securities Intermediary and the Indenture Trustee shall have entered into the Yield Supplement Account Control Agreement pursuant to which the Yield Supplement Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, the Owner Trustee shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits will be made to the Yield Supplement Account after the Closing Date.
(b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ’s ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may be.
(c) All amounts held in the Yield Supplement Account shall be invested in accordance with the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts on deposit in the Yield Supplement Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date, but in no event that mature later than 90 days after the date of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit in the Yield Supplement Account are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described above.
(d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and pay to the Class R Certificateholder an amount equal to the excess, if any, of the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect to such Payment Date.]
Appears in 1 contract
Samples: Sale and Servicing Agreement (JPMorgan Chase Bank, National Association)
Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders and to pay the Swap Termination Payments to the Swap Counterparty will be available, the Owner Trustee will, pursuant to the Securities Account Control Agreement and the Yield Supplement Agreement, establish and maintain with the Securities Intermediary a segregated trust account (the “Yield Supplement Account”) in the name of the Indenture Trustee which will include the money and other property deposited and held therein pursuant to the Yield Supplement Agreement and this Section 5.08.
(b) On or prior to the Closing Date, the Issuer, Seller shall make a capital contribution to the Trust by depositing an amount equal to the Initial Yield Supplement Account Securities Intermediary and the Indenture Trustee shall have entered Amount into the Yield Supplement Account Control Agreement pursuant to which the Yield Supplement Agreement. On each Distribution Date, to the extent amounts then on deposit in the Yield Supplement Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Dateare sufficient therefor, the Owner Relevant Trustee shall will withdraw amounts then on deposit in the Yield Supplement Account Initial in an amount equal to the Yield Supplement Deposit with respect to such Distribution Date and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will deposit such excess into the Collection Account for distribution by the Relevant Trustee in accordance with the terms of Section 5.06(c). Upon payment in full of the Notes under the Indenture and the Swap Termination Payments to the Swap Counterparty under the Interest Rate Swap Agreement, as directed in writing by the Servicer, the Indenture Trustee will release any amounts remaining on deposit in the Yield Supplement Account. No additional deposits will be made , and all rights to the Yield Supplement Account after and all other collateral registered or held therein to the Closing Date.
(b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicable, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may beSeller.
(c) All amounts held in the Yield Supplement Account shall be invested in accordance with by the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Relevant Trustee, as directed in its commercial capacitywriting by the Servicer, is liable as principalin Eligible Investments; provided that if (x) may mature on the next succeeding Payment Date; provided, however, that amounts Servicer shall have failed to give investment directions for any funds on deposit in the Yield Supplement Account to the Indenture Trustee by 5:00 p.m. Eastern Time (or such other time as may be agreed by the Servicer and the Indenture Trustee) on any Business Day, or (y) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to the Indenture, or (z) the Notes shall have been declared due and payable following an Event of Default, but amounts collected or receivable from the Trust Estate are being applied pursuant to Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Yield Supplement Account in one or more Eligible Investments specified in clauses (i), (iv) or (vi) of the definition of Eligible Investments. All such Eligible Investments shall mature not later than the Business Day preceding the next Distribution Date, in such manner that such amounts invested shall be available to make the required deposits on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Permitted Eligible Investments that mature later than the Business Day preceding the next succeeding Deposit Distribution Date, but in no event that mature later than 90 days after . The Servicer will not direct the date Relevant Trustee to make any investment of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit any funds or to sell any investment held in the Yield Supplement Account are invested unless the security interest granted and perfected in Permitted Investmentssuch account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Relevant Trustee to make any such Permitted Investments must investment or sale, if requested by the Relevant Trustee, the Servicer shall deliver to the Relevant Trustee an Opinion of Counsel, acceptable to the Relevant Trustee, to such effect. Earnings, if any, on investment of funds in the Yield Supplement Account shall be held deposited in the Collection Account on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or maintained until they mature on for losses thereon absent its own negligence or before willful misfeasance. The Relevant Trustee shall have no liability in respect of losses incurred as a result of the dates described aboveliquidation of any investment prior to its stated maturity date or the failure of the Servicer to provide timely written investment directions.
(d) On each Payment DateThe Trust, the Owner Trustee, the Seller, the Swap Counterparty, and the Indenture Trustee shall withdraw from will treat the Yield Supplement Account Account, all funds therein and pay to the Class R Certificateholder an amount equal to the excess, if any, all net investment income with respect thereto as assets of the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount Trust for such Payment Date) over the Specified Yield Supplement Amount with respect to such Payment Datefederal income tax and all other purposes.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp Ii)
Yield Supplement Account. (a) On or prior to the Closing Date, the Issuer, The Seller shall establish the Yield Supplement Account Securities Intermediary and in the Indenture name of the Trustee shall have entered into for the benefit of the Certificateholders. The Yield Supplement Account Control Agreement pursuant to which shall be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as (i) the deposits of the Trustee have the Required Deposit Rating, or (ii) the Yield Supplement Account shall be established and maintained in a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Noteholders Certificateholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the Certificateholders. Pursuant to Section 2.5 Trustee) organized under the laws of the Trust AgreementUnited States or any State and, on if required by any Rating Agency, having the Closing Date, the Owner Trustee shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits will be made to the Yield Supplement Account after the Closing DateRequired Rating.
(b) If For so long as the depositary of bank or trust company then maintaining the Yield Supplement Account ceases has the Required Deposit Rating, all amounts held in the Yield Supplement Account shall, to the extent permitted by applicable laws, rules and regulations, be either a Qualified Institution or a Qualified Trust Institutioninvested, as applicabledirected by the Seller, in Permitted Investments. In the Issuer shall event that the short-term unsecured debt obligations of the Trustee no longer have the Required Deposit Rating, then the Seller shall, with the Trustee's assistance as necessary, cause the Yield Supplement Account to be moved within 15 days of such occurrence (i) to a Qualified Institution bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to a separate non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in a Qualified Trust Institution and trust for the Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations benefit of the existing Yield Supplement Account Securities Intermediary Certificateholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the Trustee) organized under the Yield Supplement Account Control Agreement unless laws of the United States or any state thereof or the District of Columbia and, if required by any Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution or a Qualified Trust InstitutionAgency, as having the case may be.
(c) All amounts held Required Long Term Debt Rating. Earnings on investment of funds in the Yield Supplement Account shall be invested in accordance with the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts on deposit deposited in the Yield Supplement Certificate Account may be invested in Permitted Investments that mature later than the next succeeding Deposit Date, but in no event that mature later than 90 days after the date of investment, if the Rating Agency Condition is satisfied. Once amounts on deposit in the Yield Supplement Account are invested in Permitted Investments, such Permitted Investments must be held or maintained until they mature on or before the dates described abovepursuant to Section 14.07(a)(i).
(d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and pay to the Class R Certificateholder an amount equal to the excess, if any, of the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount for such Payment Date) over the Specified Yield Supplement Amount with respect to such Payment Date.
Appears in 1 contract
Samples: Standard Terms and Conditions Agreement (Honda Auto Receivables 1996-a Grantor Trust)
Yield Supplement Account. (a) In order to assure that sufficient amounts to make required distributions of interest to Noteholders and the Class C Certificateholders will be available, the Seller will, pursuant to the Securities Account Control Agreement, the Yield Supplement Agreement and the Indenture, establish and maintain with the Relevant Trustee a segregated trust account (the "YIELD SUPPLEMENT ACCOUNT") which will include the money and other property deposited and held therein pursuant to Section 5.06 and this Section 5.08.
(b) On or prior to the Closing Date, the Issuer, Seller shall deposit an amount equal to the Initial Yield Supplement Account Securities Intermediary and the Indenture Trustee shall have entered Amount into the Yield Supplement Account Control Agreement pursuant to which the Yield Supplement Agreement. On each Distribution Date, to the extent amounts on deposit in the Yield Supplement Account shall be established and maintained for the benefit of the Noteholders and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Dateare sufficient therefor, the Owner Relevant Trustee shall will withdraw amounts then on deposit in the Yield Supplement Account Initial Deposit (excluding net investment income on Eligible Investments, which amounts are payable to the Seller therefrom) and deposit such amounts into the Collection Account for application pursuant to Section 5.06. On each Distribution Date, if the amount on deposit in the Yield Supplement Account (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Required Yield Supplement Amount, the Relevant Trustee will distribute such excess to the Seller. Upon the termination of the trusts established under the Trust Agreement and the Indenture, as directed in writing by the Servicer, the Relevant Trustee will release to the Seller any amounts remaining on deposit in the Yield Supplement Account. No additional deposits will be made Upon any such distribution to the Yield Supplement Account after the Closing Date.
(b) If the depositary of the Yield Supplement Account ceases to be either a Qualified Institution or a Qualified Trust Institution, as applicableSeller, the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Issuer, Owner Trustee, Indenture Trustee shall cause the depositary maintaining the new Yield Supplement Account to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with and Certificateholders will have no further rights in, or claims to, such depositary's ceasing to be a Qualified Institution or a Qualified Trust Institution, as the case may beamounts.
(c) All amounts held in the Yield Supplement Account shall be invested by the Relevant Trustee, as directed in accordance with writing by the Yield Supplement Account Control Agreement at the written direction of the Class R Certificateholder to the extent provided Servicer, in Section 8.3(a) and Section 8.3(c) of the Indenture in Permitted Eligible Investments. All such Eligible Investments that shall mature not later than the Deposit Date Business Day preceding the next succeeding the date of investment except, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture TrusteeDistribution Date, in its commercial capacity, is liable as principal) may mature such manner that such amounts invested shall be available to make the required deposits on the next succeeding Payment Distribution Date; providedprovided that if permitted by the Rating Agencies, however, that amounts monies on deposit in the Yield Supplement Account therein may be invested in Permitted Eligible Investments that mature later than the Business Day preceding the next succeeding Deposit Distribution Date, but in no event that mature later than 90 days after the date of investment. Earnings, if the Rating Agency Condition is satisfied. Once amounts any, on deposit investment of funds in the Yield Supplement Account are invested shall be paid to the Seller on each Distribution Date, and losses and any investment expenses shall be charged against the funds on deposit therein. The Relevant Trustee shall incur no liability for the selection of investments or for losses thereon absent its own negligence or willful misfeasance. The Relevant Trustee shall have no liability in Permitted Investments, such Permitted Investments must be held respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity date or maintained until they mature on or before the dates described abovefailure of the Servicer to provide timely written investment directions.
(d) On each Payment DateSubject to the right of the Relevant Trustee to make withdrawals therefrom, as directed by the Indenture Trustee shall withdraw from Servicer, for the purposes and in the amounts set forth in Section 5.06, the Yield Supplement Account and pay all funds held therein shall be the property of the Seller and not the property of the Issuer, the Owner Trustee or the Indenture Trustee. The Issuer, the Owner Trustee, the Seller and the Indenture Trustee will treat the Yield Supplement Account, all funds therein and all net investment income with respect thereto as assets of the Seller for federal income tax and all other purposes.
(e) The Seller will grant to the Class R Certificateholder an amount equal to Relevant Trustee, for the excess, if any, benefit of the amount on deposit Noteholders and the Class C Certificateholders, a security interest in all funds (including Eligible Investments) in the Yield Supplement Account on such Payment Date (after giving effect to including the withdrawal Initial Yield Supplement Amount) and the proceeds thereof, and the Relevant Trustee shall have all of the rights of a secured party under the UCC with respect thereto; provided that all income from the investment of funds in the Yield Supplement Withdrawal Amount Account and the right to receive such income are retained by the Seller and are not transferred, assigned or otherwise conveyed hereunder. If for such Payment Date) over any reason the Specified Yield Supplement Amount Account is no longer an Eligible Deposit Account, the Relevant Trustee shall promptly cause the Yield Supplement Account to be moved to another institution or otherwise changed so that the Yield Supplement Account becomes an Eligible Deposit Account.
(f) Neither the Owner Trustee nor the Indenture Trustee shall enter into any subordination or intercreditor agreement with respect to such Payment Datethe Yield Supplement Account.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Nissan Auto Receivables Corp /De)
Yield Supplement Account. The Seller shall establish and maintain in the name of the Owner Trustee an Eligible Deposit Account to secure the Seller's obligations under the Yield Supplement Agreement (the "YIELD SUPPLEMENT ACCOUNT"). The Yield Supplement Account shall initially be maintained at _____________________.
(a) On or prior In order to provide for the Closing Dateprompt payment by the Seller of the Yield Supplement Amount, to assure availability of the Issuer, amounts maintained in the Yield Supplement Account Securities Intermediary and as security for the Indenture performance by the Seller of its obligations under the Yield Supplement Agr all the aforesaid property, rights and privileges unto the Owner Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Owner Trustee hereby acknowledges such transfer and accepts in trust hereunder and shall have entered into hold and distribute the Yield Supplement Account Control Agreement pursuant to which Property in accordance with the terms and provisions of this Section.
(b) Funds on deposit in the Yield Supplement Account shall be established invested by the Owner Trustee in Eligible Investments selected by the Seller and maintained for designated in writing by the benefit of Seller to the Noteholders Owner Trustee; PROVIDED, HOWEVER, it is understood and the Certificateholders. Pursuant to Section 2.5 of the Trust Agreement, on the Closing Date, agreed that the Owner Trustee shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account. No additional deposits will not be made to the Yield Supplement Account after the Closing Date.
(b) If the depositary liable for any loss arising from such investment in Eligible Investments or incurred as a result of the Yield Supplement Account ceases 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 Owner Trustee be either a Qualified Institution or a Qualified Trust Institution, as applicable, liable for the Issuer shall cause the Yield Supplement Account to be moved to a Qualified Institution or a separate trust account in a Qualified Trust Institution and the Indenture selection of Eligible Investments. The Owner Trustee shall cause the depositary maintaining the new Yield Supplement Account have no obligation to assume the obligations of the existing Yield Supplement Account Securities Intermediary under the Yield Supplement Account Control Agreement unless the Rating Agency Condition is satisfied in connection with such depositary's ceasing to be a Qualified Institution invest or a Qualified Trust Institution, as the case may be.
(c) All reinvest any amounts held hereunder in the absence of written investment direction. Funds on deposit in the Yield Supplement Account shall be invested in accordance with the Yield Supplement Account Control Agreement Eligible Investments that will mature so that all such funds will be available at the written direction opening of the Class R Certificateholder business on each Deposit Date; PROVIDED, HOWEVER, that to the extent provided in Section 8.3(a) and Section 8.3(c) of permitted by the Indenture in Permitted Investments that mature not later than the Deposit Date next succeeding the date of investment exceptRating Agencies, if the Yield Supplement Account Securities Intermediary and the Indenture Trustee are the same Person, investments on which the Indenture Trustee is the obligor (including repurchase agreements on which the Indenture Trustee, in its commercial capacity, is liable as principal) may mature on the next succeeding Payment Date; provided, however, that amounts funds on deposit in the Yield Supplement Account may be invested in Permitted Eligible Investments that mature later than the next succeeding Deposit Date. Funds deposited in the Yield Supplement Account on a Deposit Date upon the maturity of any Eligible Investments are not required to be (but may be) invested overnight. The Seller will treat the funds, but Eligible Investments and other assets in no event that mature later than 90 days after the date 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.
(c) The Yield Supplement Account shall be under the sole custody and control of investmentthe Owner Trustee. If, if at any time, the Yield Supplement Account ceases to be an Eligible Deposit Account, the Owner Trustee shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency Condition may consent) establish a new Yield Supplement Account as an Eligible Deposit Account and shall transfer any cash and/or any investments that are in the existing Yield Supplement Account which is satisfied. Once amounts no longer an Eligible Deposit Account to such new Yield Supplement Account.
(d) Amounts on deposit in the Yield Supplement Account are invested in Permitted Investments, such Permitted Investments must will be held or maintained until they mature on or before the dates described above.
(d) On each Payment Date, the Indenture Trustee shall withdraw from the Yield Supplement Account and pay released to the Class R Certificateholder an amount equal Certificateholders on each Distribution Date to the excess, if any, of extent that the amount on deposit in the Yield Supplement Account on such Payment Date (after giving effect to the withdrawal of the Yield Supplement Withdrawal Amount for such Payment Date) over would exceed the Specified Yield Supplement Amount Balance. Upon a distribution to the Certificateholders of amounts from the Yield Supplement Account, the Noteholders will not have any rights in, or claims to, such amounts. Amounts properly distributed to the Certificateholders from the Yield Supplement Account or otherwise shall not be available under any circumstances to either Trust, Trustee, the Owner Trustee or the Noteholders and the Certificateholders shall in no event thereafter be required to refund any such distributed amounts.
(e) 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 Owner Trustee 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 Owner Trustee, and the Owner Trustee shall have sole signature authority with respect thereto;
(ii) the Owner Trustee 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 Owner Trustee or its nominee or custodian by physical delivery to the Owner Trustee or its nominee or custodian endorsed to, or registered in the name of, the Owner Trustee 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 Owner Trustee shall be deemed to have represented that it has purchased such Payment DateYield Supplement Account Property for value, in good faith and without notice of any adverse claim thereto.
(f) The Seller (and any successor to the Seller in accordance with Section 6.3) 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 interests created by this Section 5.2 and otherwise fully to effectuate the purposes, terms and conditions of this Section 5.
Appears in 1 contract
Samples: Sale and Servicing Agreement (First Security Bank Na)