Accounts. (a) The Servicer shall establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-B), Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-B)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2022-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2022-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2022-2)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture ~~Trustee~~Trustee][Securities Intermediary]) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, [,] [and] the Certificateholders [and the Swap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at ~~an Eligible Institution~~the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture ~~Trustee~~Trustee][Securities Intermediary]) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at ~~an Eligible Institution~~the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) ~~The~~ [The][To the extent that any Definitive Certificates are issued, the] Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture ~~Trustee~~Trustee][Securities Intermediary]) a segregated trust account designated as the “CarMax ~~Select Receivables~~ [Auto Owner][Select Receivables] Trust ~~2025-B~~ 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. [The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; ;] provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at ~~an Eligible Institution~~the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection ~~Period~~ Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (ivv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ [and] (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full [and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2017-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)Date. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust 2025-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2025-3), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2022-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2018-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2022-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2017-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that ~~(i) no distribution will be made to~~ amounts withdrawn from the Reserve Account ~~pursuant~~ will not be used to ~~Section 2.8(a)(xiii)~~ reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the ~~Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal~~ Total Servicing Fee owing to the ~~amount necessary~~ Servicer to ~~pay~~ the ~~principal amount~~ extent that CarMax or any of its affiliates is the ~~Notes in full~~Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2020-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “"Regular Principal Distributable Amount” " for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.the

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the “CarMax Select Receivables Trust ~~2025~~2024-B A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2019-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the ~~Indenture~~ Owner Trustee at an Eligible Institution (which shall initially be the ~~Indenture~~ Owner Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2016-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the ~~Indenture~~ Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Owner Trustee, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-2), Sale and Servicing Agreement (CarMax Auto Owner Trust 2016-2)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2021-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2018-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2023-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, ~~and~~ (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-A), Sale and Servicing Agreement (CarMax Select Receivables Trust 2025-A)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2023-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3), Sale and Servicing Agreement (CarMax Auto Owner Trust 2023-3)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the ~~Indenture~~ Owner Trustee at an Eligible Institution (which shall initially be the ~~Indenture~~ Owner Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2016-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the ~~Indenture~~ Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Owner Trustee, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2019-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2024-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-2), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture ~~Trustee~~Trustee][Securities Intermediary]) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the Swap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture ~~Trustee~~Trustee][Securities Intermediary]) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the [Indenture ~~Trustee~~Trustee][Securities Intermediary]) a segregated trust account designated as the “CarMax ~~Select Receivables~~ [Auto Owner][Select Receivables] Trust ~~2025-B~~ 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the [Indenture Trustee][Securities Intermediary], the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection ~~Period~~ Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (ivv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ [and] (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full [and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (fa) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2023-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2018-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2017-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that ~~(i) no distribution will be made to~~ amounts withdrawn from the Reserve Account ~~pursuant~~ will not be used to ~~Section 2.8(a)(xiii)~~ reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the ~~Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal~~ Total Servicing Fee owing to the ~~amount necessary~~ Servicer to ~~pay~~ the ~~principal amount~~ extent that CarMax or any of its affiliates is the ~~Notes in full~~Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2019-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2023-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain with the Securities Intermediary in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the “CarMax Select Receivables Trust ~~2025~~2026-B A Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, ~~and~~ (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Select Receivables Trust 2026-A), Sale and Servicing Agreement (CarMax Select Receivables Trust 2026-A)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2021-B 2 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) ~~The~~ (i) On or prior to the Closing Date, the Servicer shall establish, on or ~~before the Closing Date~~cause to be established, an account with and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ in the name of the Indenture Trustee ~~at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account~~ (the “Collection Account”)~~. Prior~~ , which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) On or prior to the ~~payment in full~~ Closing Date, the Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the ~~principal of~~ Issuer and ~~interest on~~ the ~~Notes~~Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the ~~Collection Account shall be~~ funds deposited therein are held in trust for the benefit of the Issuer and the Noteholders. (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Notwithstanding any other provision of this Agreement or any other Transaction Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2021-A Sale and Servicing Agreement) (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture ~~Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture~~ Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Noteholders and the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as ~~directed in writing by~~ the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments case may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institutionbe. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Reserve Account shall be under the sole dominion and control of the Indenture ~~Trustee; provided~~Trustee for the benefit of the Issuer, ~~however, that~~ which such Reserve Account has been pledged by the ~~Servicer may make deposits~~ Issuer to ~~and direct~~ the Indenture Trustee ~~in writing~~ for the benefit of the Noteholders. If, at any time, a Trust Account ceases to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be ~~held by~~ an Eligible Account, the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, (or the Servicer ~~shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case~~ on its behalf) shall within ten (10) ~~calendar days~~ Business Days (or such longer ~~period~~ period, not to exceed ~~thirty (30)~~ 15 calendar ~~days~~ days, as to which ~~each~~ the Rating Agency ~~may consent~~Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) ~~cause~~ establish a new Trust Account as an Eligible Account and shall transfer any cash or any investments from the ~~Note Payment~~ account that is no longer an Eligible Account to ~~be moved to an Eligible Institution~~the Trust Account. ~~The~~ Neither the Servicer ~~shall promptly notify~~ nor the Indenture Trustee ~~and the Owner Trustee~~ shall in any way be held liable by reason of any ~~change~~ insufficiency in ~~the account number or location of the Note Payment Account~~any Trust Account resulting from any investment loss in any Eligible Investment. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the ~~Trust~~ Owner Trustee with the consent of the Indenture Trustee, ~~in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class,~~ to instruct the Indenture Trustee in writing to make withdrawals and payments from the ~~Collection Account, the Note Payment Account, the Reserve Account~~ Trust Accounts and the Certificate ~~Payment~~ Distribution Account for the purpose of ~~permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~withdrawing any amounts deposited in error into such accounts.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2021-A), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2021-A)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.the

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2026-1), Sale and Servicing Agreement (CarMax Auto Owner Trust 2026-1)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the ~~Indenture Trustee~~Securities Intermediary) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2024-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Securities Intermediary, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2024-1), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2016-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) ~~The~~ (a) On or prior to the Closing Date, the Servicer shall establish, on or ~~before the Closing Date~~cause to be established, an account with and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ in the name of the Indenture Trustee ~~at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account~~ (the “Collection Account”)~~. Prior~~ , which shall be maintained as an Eligible Account and shall bear a designation clearly indicating that the amounts deposited thereto are held for the benefit of the Noteholders. (ii) On or prior to the ~~payment in full~~ Closing Date, the Servicer shall establish and maintain, or cause to be established and maintained, for the benefit of the ~~principal of~~ Issuer and ~~interest on~~ the ~~Notes~~Noteholders an Eligible Account (the “Reserve Account”), bearing a designation clearly indicating that the ~~Collection Account shall be~~ funds deposited therein are held in trust for the benefit of the Issuer and the Noteholders. (iii) Funds on deposit in the Reserve Account, shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investment for any funds on deposit in the Reserve Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders, the Certificateholders and the Issuer. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Reserve Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Funds deposited in the Reserve Account, upon the maturity of any Eligible Investments on a day which immediately precedes a Payment Date, are not required to be invested overnight. Notwithstanding any other provision of this Agreement or any other Transaction Document, funds on deposit in the Reserve Account shall only be invested in Eligible Investments deemed to be “cash equivalents” for purposes of 17 CFR Part 246.4(b)(2) of Regulation RR, as determined by the Servicer. Neither the Indenture Trustee nor the Owner Trustee shall have any obligation to determine whether the establishment and maintenance of the Reserve Account satisfies the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, including whether any investment of funds on deposit in the Reserve Account meet the requirements of 17 CFR Part 246.4(b)(2) of Regulation RR, and shall be entitled to conclusively rely on direction by the Servicer in connection therewith. 12 (2020-B Sale and Servicing Agreement) (iv) Funds on deposit in the Collection Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if the Servicer fails to select any Eligible Investments for any funds on deposit in the Collection Account by 2:00 p.m., New York City time (or such other time as may be agreed by the Servicer and the Indenture Trustee), on any Business Day, such funds shall, to the fullest extent practicable, be invested in Eligible Investments in accordance with standing instructions most recently given by the Servicer. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders and/or the Certificateholders, as applicable. Unless the Rating Agency Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes) with respect to different investments, funds on deposit in the Collection Account shall be invested in Eligible Investments that will mature so that such funds will be available on the Business Day preceding the next Payment Date. Investment Earnings on amounts on deposit in the Collection Account, net of losses and investment expenses, shall be released to the Servicer on each Payment Date and shall be the property of the Servicer. (v) Except as otherwise provided hereunder or agreed in writing among the parties hereto, the Servicer shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of any securities held in the Collection Account or the Reserve Account, and, in general, to exercise each and every other power or right with respect to each such asset or investment as individuals generally have and enjoy with respect to their own assets and investment, including power to vote upon any securities. (i) Except as otherwise provided herein, the Indenture Trustee shall possess all right, title and interest in all funds identified and all funds on deposit from time to time in the Trust Accounts and in all proceeds thereof. The Trust Accounts (other than the Reserve Account) shall be under the sole dominion and control of the Indenture ~~Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture~~ Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Noteholders and the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as ~~directed in writing by~~ the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments case may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institutionbe. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Reserve Account shall be under the sole dominion and control of the Indenture ~~Trustee; provided~~Trustee for the benefit of the Issuer, ~~however, that~~ which such Reserve Account has been pledged by the ~~Servicer may make deposits~~ Issuer to ~~and direct~~ the Indenture Trustee ~~in writing~~ for the benefit of the Noteholders. If, at any time, a Trust Account ceases to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be ~~held by~~ an Eligible Account, the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, (or the Servicer ~~shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case~~ on its behalf) shall within ten (10) ~~calendar days~~ Business Days (or such longer ~~period~~ period, not to exceed ~~thirty (30)~~ 15 calendar ~~days~~ days, as to which ~~each~~ the Rating Agency ~~may consent~~Condition is satisfied (other than with respect to S&P, but with satisfaction of the Rating Agency Notification with respect to S&P if S&P is rating any Outstanding Class of Notes)) ~~cause~~ establish a new Trust Account as an Eligible Account and shall transfer any cash or any investments from the ~~Note Payment~~ account that is no longer an Eligible Account to ~~be moved to an Eligible Institution~~the Trust Account. ~~The~~ Neither the Servicer ~~shall promptly notify~~ nor the Indenture Trustee ~~and the Owner Trustee~~ shall in any way be held liable by reason of any ~~change~~ insufficiency in ~~the account number or location of the Note Payment Account.~~any Trust Account resulting from any investment loss in any Eligible Investment. 13 (2020-B Sale and Servicing Agreement) (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the ~~Trust~~ Owner Trustee with the consent of the Indenture Trustee, ~~in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class,~~ to instruct the Indenture Trustee in writing to make withdrawals and payments from the ~~Collection Account, the Note Payment Account, the Reserve Account~~ Trust Accounts and the Certificate ~~Payment~~ Distribution Account for the purpose of ~~permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~withdrawing any amounts deposited in error into such accounts.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2020-B), Sale and Servicing Agreement (Hyundai Auto Receivables Trust 2020-B)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2021-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2022-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2020-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust 2025-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (CarMax Auto Owner Trust 2025-1), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2019-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2017-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that ~~(i) no distribution will be made to~~ amounts withdrawn from the Reserve Account ~~pursuant~~ will not be used to ~~Section 2.8(a)(xiii)~~ reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the ~~Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal~~ Total Servicing Fee owing to the ~~amount necessary~~ Servicer to ~~pay~~ the ~~principal amount~~ extent that CarMax or any of its affiliates is the ~~Notes in full~~Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2020-B 1 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2021-B 4 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse any Unreimbursed Servicer Advances, Unrelated Amounts or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2020-B 3 Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 2 contracts

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC), Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the ~~“Collection Account”~~"COLLECTION ACCOUNT"). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Insurer and the Noteholders, . The Collection Account shall be under the sole dominion and control of the Indenture Trustee; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this ~~Agreement, the Indenture~~ Agreement and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the CertificateholdersIndenture. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections ~~on a daily basis~~ within two Business Days pursuant to the first sentence of ~~Section 4.2~~SECTION 3.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in ~~Permitted~~ Eligible Investments that mature not later than the Business Day preceding the ~~Distribution~~ Payment Date following the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee~~amounts relate. All such ~~Permitted~~ Eligible Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Collection Account to be moved to an Eligible Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent~~) cause the Collection Account to be moved to an Eligible Institution~~). The Servicer shall promptly notify the Indenture ~~Trustee~~ Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) the following note payment accounts: (i) a segregated trust account designated as the Class A Note Payment Account (the ~~“Note Payment Account”~~"CLASS A NOTE PAYMENT ACCOUNT"). The Class A Note Payment Account shall be held in trust for the benefit of the ~~Noteholders~~Class A Noteholders and the Insurer. The Class A Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Class A Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Class A Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Class A Note Payment Account shall not be invested. If the Class A Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Class A Note Payment Account to be moved to an Eligible Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent~~) cause the Note Payment Account to be moved to an Eligible Institution~~). The Servicer shall promptly notify the Indenture ~~Trustee~~ Trustee, the Insurer and the Owner Trustee of any change in the account number or location of the Class A Note Payment Account; and (ii) a segregated trust account designated as the Class B Note Payment Account (the "CLASS B NOTE PAYMENT ACCOUNT"). The Class B Note Payment Account shall be held in trust for the benefit of the Class B Noteholders. The Class B Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; PROVIDED, HOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Class B Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Class B Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Class B Note Payment Account shall not be invested. If the Class B Note Payment Account is no longer to be maintained at the Indenture Trustee, the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Class B Note Payment Account to be moved to an Eligible Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent). The Servicer shall promptly notify the Indenture Trustee, the Insurer and the Owner Trustee of any change in the account number or location of the Class B Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the ~~Indenture Trustee~~ Trust at an Eligible Institution (which shall initially be the ~~Indenture~~ Owner Trustee) a segregated trust account designated as the ~~“CarMax Select Receivables Trust 2025-B Trust Account”~~ Depositor Account (the ~~“Certificate Payment Account”~~"DEPOSITOR ACCOUNT"). The ~~Certificate Payment~~ Depositor Account shall be held in trust for the benefit of the ~~Certificateholders~~Depositor. The ~~Certificate Payment~~ Depositor Account shall be under the sole dominion and control of the ~~Indenture Trustee~~Trust; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the Servicer may direct the Indenture Trustee in writing to make deposits to the ~~Certificate Payment~~ Depositor Account in accordance with this Agreement and the Indenture and may direct the ~~Indenture~~ Owner Trustee in writing to make withdrawals from the ~~Certificate Payment~~ Depositor Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the ~~Certificate Payment~~ Depositor Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture Trustee~~ Trust as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the ~~Certificate Payment~~ Depositor Account shall not be invested. If the ~~Certificate Payment~~ Depositor Account is no longer to be maintained at ~~an Eligible Institution~~the Owner Trustee, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Depositor Account to be moved to an Eligible Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent~~) cause the Certificate Payment Account to be moved to an Eligible Institution~~). The Servicer shall promptly notify the Indenture ~~Trustee~~ Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the ~~Certificate Payment~~ Depositor Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Allocation Agreement (First Investors Financial Services Group Inc)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”"). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the ~~Noteholders,~~ Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency ~~shall~~ may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “"Note Payment Account”"). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the ~~Indenture~~ Owner Trustee at an Eligible Institution (which shall initially be the ~~Indenture~~ Owner Trustee) a segregated trust account designated as the “"CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025-B~~ 20[__]-[__] Trust Account” " (the “"Certificate Payment Account”"). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the ~~Indenture~~ Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Owner Trustee, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party for Ford Credit Auto Owner Trust 2001-A", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-70946 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-▇ ▇▇ ▇▇tch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ~~Indenture Trustee, a settlement account which will be used~~ ratings then assigned to ~~facilitate the wire transfer of the offering proceeds of~~ the Notes on and the ~~Closing Date~~Certificates. The Owner Trustee and the Indenture Trustee shall ~~deposit and distribute amounts in such settlement account on~~ not be deemed to have knowledge of any event or ~~before the Closing Date in accordance with the written direction by or on behalf~~ circumstance under clause (iii) of the ~~Servicer. Such settlement account will be closed by~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee ~~not later than thirty (30) days following~~ has received notice of such event or circumstance from the ~~Closing Date. (f) The~~ Seller or the Servicer ~~shall have~~ in an Officer's Certificate or from the ~~power, revocable by the Indenture Trustee or by the Trust with the consent~~ Noteholders of ~~the Indenture Trustee, in each case at the written direction of the Holders of the~~ Notes evidencing not less than 5125% of the Note Balance of the ~~Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments~~ Notes Outstanding or from the ~~Collection Account,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Note Payment Account,~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Reserve Account~~ Corporate Trust Office with knowledge hereof and ~~the Certificate Payment Account for the purpose~~ familiarity herewith has actual knowledge of ~~permitting the Servicer~~ such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name "[ ], as Indenture Trustee, as secured party from Whole Auto Loan Trust [ ]", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by ~~the Servicer~~[ ], by ~~the bank~~ [ ] or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If [All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written [ ] of the Servicer and shall be paid to [ ].] The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from [ ]. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at [ ] or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause an Eligible Deposit Account to be established and ~~maintain~~ maintained, in the name "Whole Auto Loan Trust [ ] Certificate Distribution Account", initially at the corporate trust department of the [Owner Trustee] [Indenture ~~Trustee at an Eligible Institution (~~Trustee], which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the [Owner Trustee] [Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement]. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the [Owner Trustee] [Indenture ~~Trustee~~ Trustee] as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the [Owner Trustee] [Indenture Trustee], the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent~~) cause the~~ ). The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Bear Stearns Asset Backed Funding Inc)

Accounts. ~~(a)~~ The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date,~~ Collection Account and ~~prior to~~ the ~~payment in full of the principal of and interest on the Notes, maintain~~ Certificate Account in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. ~~All monies deposited from time to time in~~ Each of the Collection Account ~~pursuant to this Agreement~~ and the Certificate Account shall be ~~held by~~ a segregated trust account initially established with the ~~Indenture~~ Trustee and maintained with the Trustee so long as ~~part~~ (a) the deposits of the ~~Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from~~ Trustee have the Required Deposit Rating or (b) the Collection Account ~~shall be made only upon~~ or the ~~terms and conditions~~ Certificate Account, as the case may be, is maintained in a segregated trust account in the trust department of the ~~Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2~~Trustee; PROVIDED, HOWEVER, that all amounts held in the Collection Account and the Certificate Account shall, to the extent permitted by applicable ~~law~~laws, rules and ~~regulations, be invested,~~ regulations and as directed ~~in writing~~ by the Servicer, be invested by the ~~bank or trust company then maintaining the Collection Account~~ Trustee in ~~Permitted~~ Eligible Investments ~~that~~ and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution ~~Date following~~ Date, in such manner that such amounts invested shall be available to make the ~~Collection Period during which such investment is made~~required distributions on the Distribution Date. ~~Each~~ Should the short-term unsecured debt obligations of the ~~Permitted Investments may be purchased by~~ Trustee no longer have the ~~Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If~~ Required Deposit Rating then, unless the Collection Account ~~is no longer~~ and the Certificate Account are maintained ~~at an Eligible Institution~~in segregated trust accounts in the trust department of the Trustee, the Servicer shall, with the ~~Indenture~~ Trustee’s 's assistance as ~~necessary, promptly (~~necessary and ~~in any case~~ within ten ~~(10) calendar days or such~~ Business Days of receipt of notice from the Trustee that the Trustee no longer ~~period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ has the Required Deposit Rating, cause the Collection Account and the Certificate Account (a) to be moved to ~~an Eligible Institution. The Servicer~~ segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall ~~promptly notify~~ have the ~~Indenture Trustee and~~ Required Deposit Rating, or (b) to be moved to the ~~Owner Trustee of any change in the account number or location~~ trust department of the ~~Collection Account~~Trustee. ~~On the Distribution Date~~ Earnings on ~~which the Notes have been paid in full (other than in connection with the Servicer’s exercise~~ investments of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest funds in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Certificate Account shall be ~~held in trust for~~ paid to the ~~benefit of the Noteholders. The Note Payment Account~~ Servicer, and any losses and investment expenses shall be ~~under~~ charged against the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount funds on deposit in the Collection Account ~~and~~ or the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Certificate Account, as the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturecase may be.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ Accounts in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee~~ Certificateholders. Except as otherwise provided in ~~writing to make withdrawals from the Collection Account in accordance with~~ this Agreement, ~~the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection~~ each Account shall be an account 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 Account is a segregated trust account located in the ~~name~~ corporate trust department of the ~~Issuer at an Eligible Institution and~~ Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Certificateholders~~. All monies deposited~~ , and the Trustee has a long-term deposit rating from ~~time to time~~ Moody's (so long as ▇▇▇▇▇'▇ is a Rating Agency) of at least ___ (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the ~~Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part~~ laws of the ~~Trust Estate and shall be applied~~ United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement~~. All deposits to and withdrawals from~~ , in the ~~Collection Account shall be made only upon~~ event that the ~~terms and conditions~~ Trustee no longer meets either of the ~~Transaction Documents. If~~ foregoing requirements, then the Servicer ~~is required~~ shall, with the Trustee's assistance as necessary, cause the Accounts to ~~remit collections on~~ be moved to a ~~daily basis pursuant to~~ bank or trust company that satisfies either of such requirements. (b) For so long as the ~~first sentence~~ depository institution or trust company then maintaining the Accounts meets the requirements of Section ~~4.2~~4.01(a)(i) or (a)(ii), all amounts held in the ~~Collection Account~~ Accounts shall, to the extent permitted by applicable ~~law~~laws, rules and regulations, be invested, as directed in writing by the Servicer, by in Eligible Investments; otherwise such amounts shall be maintained in cash. Such Investments shall not be sold or disposed of prior to their maturity. Earnings on investment of funds in the ~~bank or trust company then maintaining~~ Accounts (net of losses and investment expenses) shall be paid to the ~~Collection Account~~ Servicer and any losses and investment expenses shall be charged against the funds on deposit in ~~Permitted Investments that mature not later than~~ the ~~Business Day preceding~~ related Account. (c) For so long as - is the ~~Distribution Date following~~ Trustee, the ~~Collection Period during which such investment is made. Each~~ Accounts shall be maintained with the Trustee as described in clause (ii) of the ~~Permitted Investments may be purchased by~~ second sentence of Section 4.01(a). In the ~~Indenture Trustee or through an Affiliate~~ event that (i) the long-term debt rating of the ~~Indenture Trustee. All such Permitted Investments~~ Trustee does not satisfy clause (ii) of the second sentence of Section 4.01(a) and clause (B) of the second sentence of Section 4.07(a)(i) or (ii) Moody's informs the parties hereto that the first sentence of this Section shall ~~be held to maturity. If the Collection Account is~~ no longer ~~maintained at an Eligible Institution~~be operative, the Servicer shall, with the ~~Indenture Trustee’s~~ assistance of the Trustee as necessary, ~~promptly~~ cause (~~and in any case within ten (10~~1) ~~calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause~~ the Collection Account and the Payahead Account to be moved to an ~~Eligible Institution. The Servicer shall promptly notify~~ institution or an account otherwise satisfying the ~~Indenture Trustee~~ requirements of Section 4.01(a) and (2) any Yield Maintenance Account and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account Reserve Fund to be moved to an ~~Eligible Institution. The Servicer shall promptly notify~~ institution or accounts otherwise satisfying the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes requirements of Section ~~2.8(a)(xiv~~[4.08(a)(i) ~~of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full~~and] 4.07(a)(i). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Toyota Motor Credit Corp)

Accounts. (a) ~~The Servicer shall establish~~Unless otherwise specified in the UTI Supplement, ~~on or before~~ the ~~Closing Date,~~ Titling Trustee will establish and ~~prior~~ maintain with respect to the ~~payment in full~~ Undivided Trust Interest a Lease Funding Account satisfying the definition of ~~the principal of~~ an Eligible Account. The Lease Funding Account shall be established and ~~interest on the Notes, maintain~~ maintained in the name of the ~~Indenture~~ Titling Trustee ~~at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full~~ on behalf of the ~~principal~~ UTI Sub-Trust. None of ~~and interest~~ the Grantor, any Beneficiary or, subject to Section 7.02(c), the holder or pledgee of any UTI Certificate or SUBI Certificate shall have any right to draw on the ~~Notes,~~ Lease Funding Account without the ~~Collection Account shall be held in trust for the benefit~~ express written consent of the ~~Noteholders, under the sole dominion and control of the Indenture~~ Titling Trustee; provided, however, that the ~~Servicer may make deposits~~ Titling Trustee, with the express written consent of the related UTI Beneficiary, shall so consent to ~~and direct~~ the ~~Indenture Trustee~~ extent provided for in ~~writing~~ the documentation relating to ~~make withdrawals from~~ any Securitized Financing of such UTI Certificate or SUBI Certificate. The Lease Funding Account shall only contain funds relating to UTI Assets. (b) For so long as the ~~Collection Account in accordance with this Agreement~~Monthly Remittance Conditions are satisfied, the ~~Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account~~ Servicer shall not be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit to the Lease Funding Account collections in respect of any Titling Trust Assets allocable to the Lease Funding Account on a daily basis ~~pursuant~~ but shall be entitled to ~~the first sentence of Section 4.2~~retain such collections, ~~all amounts held in the Collection Account shall~~without segregation from its other funds, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than until the Business Day preceding the date identified as a “Distribution ~~Date following~~ Date” in the ~~Collection Period during~~ related UTI Supplement, at which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, time the Servicer ~~shall, with~~ shall so remit all such collections in immediately available funds; provided that (i) investments on which the ~~Indenture Trustee’s assistance as necessary, promptly~~ Trust Agent is the obligor (~~and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days~~ including repurchase agreements as to which ~~each Rating Agency shall consent~~it, in its commercial capacity, is liable as principal), may mature on the Distribution Date, and (ii) ~~cause the~~ investments made of collections on deposit in a SUBI Collection Account ~~to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change~~ in ~~the account number or location~~ respect of the ~~Collection Account. On~~ related Contracts and Leased Vehicles may mature on such dates as specified by the ~~Distribution Date on which the Notes have been paid in full (other than in connection with~~ Titling Trustee at the Servicer’s ~~exercise~~ direction so as to maintain the availability of ~~its optional purchase right)~~sufficient cash to make the payments described in any SUBI Supplement or related SUBI Servicing Supplement. Notwithstanding the foregoing, commencing with the ~~Indenture Trustee will take all necessary~~ first day of the first period identified as a “Collection Period” in the related UTI Supplement or ~~appropriate actions~~SUBI Supplement, as ~~directed~~ the case may be, that begins at least two Business Days after the day on which any Monthly Remittance Conditions cease to be satisfied and for so long as the Monthly Remittance Conditions are not satisfied, all collections in respect of the UTI Assets or the related SUBI Assets, as applicable, then held by the ~~Issuer~~ Servicer shall be immediately so deposited and ~~at no expense~~ all such future collections shall be so remitted by the Servicer to the ~~Indenture Trustee, the Grantor Trust Trustee~~ appropriate account in accordance with this Agreement or the ~~Owner Trustee~~related SUBI Servicing Supplement, as applicable, on a daily basis within two Business Days after receipt thereof. Each SUBI Servicing Supplement shall also provide (i) the terms on which any other funds received by any Servicer, including funds transferred from any of the SUBI Collection Accounts to ~~transfer all~~ the extent of ~~its right~~(1) the net investment value (as recorded on the books of the Titling Trust) of any Contracts and Leased Vehicles allocated to a SUBI in a Trust Asset Transfer, ~~title and interest~~ (2) reimbursement of any Servicer Advances provided for in any Securitized Financing with respect to such SUBI or (3) funding for such SUBI’s share of any allocable Titling Trust Expenses will be deposited by the ~~Collection~~ Servicer into the Lease Funding Account (~~including any investments and investment income)~~ or transferred directly to the ~~Paying Agent for~~ Servicer, Grantor or UTI Beneficiary directly, as appropriate) and (ii) whether and under what circumstances any other funds received by the ~~benefit of~~ Servicer with respect to a SUBI Asset, including income with respect to any investment made in any SUBI Account, shall be deposited by the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Servicer into an appropriate SUBI Account. (bc) ~~The~~ Except as otherwise provided in Section 7.03, a UTI Supplement or a SUBI Supplement, all Titling Trust Expenses shall be paid out of the Lease Funding Account or from monies held by the Servicer and allocable thereto or distributable in respect thereof, including: (i) any reimbursement due to the Servicer for payments from its own operating accounts in order to fund (A) amounts due to Dealers in payment for the assignment to the Titling Trustee of Contracts and Leased Vehicles occurring prior to the Titling Trustee’s notice to the Servicer to cease acquiring Contracts and Leased Vehicles on behalf of the Titling Trustee given pursuant to Section 7.02(c)(ii) and (B) any other Advances made by the Servicer with the consent of the Titling Trustee (to be given at the direction of the UTI Beneficiary or in accordance with the terms of any Securitized Financing), with respect to any Contract or Leased Vehicle, (ii) Servicer fees (and expenses, if any, not covered by the Servicer fee under any SUBI Servicing Supplement), (iii) Titling Trustee fees and expenses and (iv) other Titling Trust Expenses, if any; provided, however, that, to the extent that any Liability of the Titling Trustee or any Beneficiary is incurred in respect of Affected Trust Assets allocated to one or more Sub-Trusts, then such Liability shall ~~establish, on or before the Closing Date~~be borne in accordance with Section 3.04, and ~~maintain~~ the Titling Trustee, at the direction of the Servicer, shall transfer periodically from the related SUBI Collection Accounts to the Lease Funding Account each Sub-Trust’s appropriate share of such aggregate Liabilities of the Titling Trust. Prior to the funding of the Lease Funding Account from collections on outstanding Contracts or otherwise, the UTI Beneficiary will advance monies to fund the origination of Contracts as described in the ~~name~~ UTI Supplement. The UTI Supplement or any SUBI Supplement may provide that all or any portion of the ~~Indenture Trustee at an Eligible Institution~~ collections on the related UTI Assets or SUBI Assets will be deposited in the Lease Funding Account or the related SUBI Lease Funding Account for a period of time specified therein. Prior to the creation of a SUBI, the expenses of the Titling Trust will be advanced by the UTI Beneficiary or funded from collections on the Contracts in the UTI Portfolio, as more fully described in the UTI Supplement. Thereafter, during any period during which there are no monies on deposit in the Lease Funding Account, expenses of the Titling Trust will be advanced by the UTI Beneficiary as and to the extent provided in the UTI Supplement and each SUBI Supplement. (~~which shall initially be~~ d) All or a portion of the ~~Indenture Trustee) a segregated trust account designated as~~ funds deposited into the ~~Note Payment Account (the “Note Payment Account”). The Note Payment~~ Lease Funding Account shall be ~~held in trust for~~ separately invested by the ~~benefit~~ Titling Trustee from time to time at the direction of the ~~Noteholders. The Note Payment Account shall be under the sole dominion and control~~ UTI Beneficiary or its designee in any of the ~~Indenture Trustee~~Permitted Investments; provided, however, that should the ~~Servicer may make deposits to and direct~~ terms of any Securitized Financing impose any more stringent limits on the ~~Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time~~ types or tenors of permitted investments in the ~~Note Payment~~ Lease Funding Account ~~pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as~~ than are provided ~~in this Agreement and the Indenture. The amounts on deposit~~ for in the ~~Note Payment Account~~ definition of Permitted Investments, such limits shall ~~not be invested. If~~ apply thereto for the ~~Note Payment Account is no longer maintained at an Eligible Institution,~~ period specified in the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institutionrelated Transaction Documents. The Servicer ~~shall promptly notify~~ is hereby made the ~~Indenture Trustee and~~ designee of the ~~Owner Trustee~~ UTI Beneficiary for such purpose. All income, gain or loss from investment of ~~any change~~ monies in the Lease Funding Account shall, unless otherwise specified in the Transaction Documents with respect to any Securitized Financing, be for the account ~~number or location~~ of the ~~Note Payment Account. (c) The Servicer~~ UTI Beneficiary; provided that each such investment shall ~~establish, on or before the Closing Date, and maintain~~ be made in the name of the ~~Indenture~~ Titling Trustee, its nominee or its Financial Intermediary. If at any time the relevant Beneficiary or its designee shall not have given the Titling Trustee ~~at an Eligible Institution (which~~ a timely investment directive with respect to any account, the Titling Trustee shall ~~initially be the Indenture Trustee~~invest and reinvest any monies in such account(s) in a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and mutual fund offered by the Trust ~~Agreement. All monies deposited from time to time in~~ Agent or an Affiliate thereof meeting the ~~Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part~~ requirements of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of clause (i) ~~the Note Balance as~~ of the ~~day preceding such Distribution Date, (ii) the Total Note Interest for each Class~~ definition of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)Permitted Investments. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Trust and Servicing Agreement (Toyota Lease Trust)

Accounts. ~~(a) The Servicer shall establish~~Borrower, on ~~or before the Closing Date~~behalf of itself and Property Owner, hereby grants to Agent a security interest in all rights of Borrower and ~~prior~~ Property Owner in and to the ~~payment in full of~~ Accounts and all sums on deposit therein as additional security for the ~~principal of~~ Obligations. Borrower shall cause all banks or financial institutions other than Agent which are holding any Account other than the Operating Accounts to execute and ~~interest on the Notes, maintain in the name of the Indenture Trustee at~~ deliver to Agent an ~~Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection~~ Account ~~(the “Collection~~ Agreement with respect to such Account”). ~~Prior~~ Subject to the ~~payment in full~~ rights of Borrower expressly set forth herein to receive funds and make and permit others to make withdrawals from the ~~principal of~~ Accounts, Borrower hereby acknowledges and ~~interest on the Notes, the Collection Account~~ agrees that Agent shall ~~be held in trust for the benefit of the Noteholders, under the~~ have sole dominion and control of the ~~Indenture Trustee; provided~~Accounts other than the Operating Accounts. Borrower shall not, ~~however~~and shall not permit Property Owner to, close any Account without obtaining the prior written consent of Agent. Borrower shall not, and shall not permit Property Owner to, open any Account in substitution for or in addition to any Account set forth in Schedule 5.11 attached hereto without Agent’s prior consent. Notwithstanding the foregoing, with respect to any Operating Account and the Tenant Security Account, Borrower may permit Property Owner to open new Account(s) to serve as the Operating Account or the Major Lease Tenant Security Account without Agent’s consent provided that (a) Borrower gives Agent at least ten (10) Business Days prior notice of Borrower’s or Property Owner’s intention to open a new Account, (b) the ~~Servicer may make deposits~~ bank or other financial institution at which such Account is to be opened is reasonably acceptable to Agent and ~~direct~~ (c) with respect to the ~~Indenture Trustee~~ Major Lease Tenant Security Account, prior to the opening of such Account, Borrower or Property Owner, as applicable, shall have delivered to Agent an Account Agreement with respect to such Account executed by it and the Property Manager if applicable and such bank or other financial institution. Borrower shall, and shall cause Property Owner to, maintain the Accounts and shall pay all fees and charges with respect thereto when due, and shall keep in ~~writing to make withdrawals from~~ full force and effect the ~~Collection~~ Account Agreement with respect thereto, except any Account which is closed in accordance with this ~~Agreement~~Section 2.19. All interest earned on amounts deposited in any Account shall be re-deposited therein and become part thereof. No funds in any Account not held by Agent may be commingled with any other funds of Borrower, Property Owner, Property Manager, any Affiliate of Borrower, Property or Property Manager or with any other Person or with any funds contained in any other Account not held by Agent. Upon the ~~Indenture~~ occurrence and during the ~~Trust Agreement~~continuance of an Event of Default, Agent may apply any funds on deposit in the Accounts (other than the Operating Account(s)) as set forth in Section 8.5 hereof and shall have all other rights and remedies with respect to the Accounts specified in this Loan Agreement and in any other Loan Document, at law and in equity. ~~Following~~ Neither Agent nor Lenders shall be liable for any loss of interest on or any penalty or charge assessed against the funds in, payable on, or credited to any Account as a result of the exercise by Agent of any of its rights, remedies or obligations hereunder or under any other Loan Document, except as may arise from the gross negligence or willful misconduct of Agent or any Lender. Upon payment in full of the ~~principal~~ Obligations and at Borrower’s sole cost and expense, if any Account is subject to an Account Agreement, Agent shall deliver a notice of ~~and~~ termination of its security interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the ~~first sentence of Section 4.2, all amounts held in~~ financial institution that is the ~~Collection~~ party to such Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection AccountAgreement. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Loan Agreement (Interstate Hotels & Resorts Inc)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party for Ford Credit Auto Owner Trust 2001-D", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number 160585.1 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution~~ UCC) and ~~held in trust for~~ instructions originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-1 by ▇▇▇▇▇ and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied or any other remittance schedule with or without credit support through a servicer letter of credit, posting of collateral or any other means), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ~~Indenture Trustee, a settlement account which will be used~~ ratings then assigned to ~~facilitate the wire transfer of the offering proceeds of~~ the Notes on and the ~~Closing Date~~Certificates. The Owner Trustee and the Indenture Trustee shall ~~deposit and distribute amounts in such settlement account on~~ not be deemed to have knowledge of any event or ~~before the Closing Date in accordance with the written direction by or on behalf~~ circumstance under clause (iii) of the ~~Servicer. Such settlement account will be closed by~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee ~~not later than thirty (30) days following~~ has received notice of such event or circumstance from the ~~Closing Date. (f) The~~ Seller or the Servicer ~~shall have~~ in an Officer's Certificate or from the ~~power, revocable by the Indenture Trustee or by the Trust with the consent~~ Noteholders of ~~the Indenture Trustee, in each case at the written direction of the Holders of the~~ Notes evidencing not less than 5125% of the Note Balance of the ~~Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments~~ Notes Outstanding or from the ~~Collection Account,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Note Payment Account,~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Reserve Account~~ Corporate Trust Office with knowledge hereof and ~~the Certificate Payment Account for the purpose~~ familiarity herewith has actual knowledge of ~~permitting the Servicer~~ such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2004-1", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.exceed

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Acceptance LLC Trust 2004-1)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party from Ford Credit Auto Owner Trust 2000-E", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-70897 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-▇ ▇▇ ▇▇tch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ~~Indenture Trustee, a settlement account which will be used~~ ratings then assigned to ~~facilitate the wire transfer of the offering proceeds of~~ the Notes on and the ~~Closing Date~~Certificates. The Owner Trustee and the Indenture Trustee shall ~~deposit and distribute amounts in such settlement account on~~ not be deemed to have knowledge of any event or ~~before the Closing Date in accordance with the written direction by or on behalf~~ circumstance under clause (iii) of the ~~Servicer. Such settlement account will be closed by~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee ~~not later than thirty (30) days following~~ has received notice of such event or circumstance from the ~~Closing Date. (f) The~~ Seller or the Servicer ~~shall have~~ in an Officer's Certificate or from the ~~power, revocable by the Indenture Trustee or by the Trust with the consent~~ Noteholders of ~~the Indenture Trustee, in each case at the written direction of the Holders of the~~ Notes evidencing not less than 5125% of the Note Balance of the ~~Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments~~ Notes Outstanding or from the ~~Collection Account,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Note Payment Account,~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Reserve Account~~ Corporate Trust Office with knowledge hereof and ~~the Certificate Payment Account for the purpose~~ familiarity herewith has actual knowledge of ~~permitting the Servicer~~ such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party for USAA Auto Owner Trust 2008-2”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as ~~the Collection Account (~~the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The documentation pursuant to which the Collection Account will be established and ~~interest on~~ maintained specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding (i) to the extent the Collection Account is a securities account, 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 ~~at an Eligible Institution~~ and ~~held~~ (ii) to the extent the Collection Account is a deposit account, it will comply with instructions directing disposition of funds in ~~trust for~~ the ~~benefit~~ account originated by the Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature ~~not later than~~ so that funds will be available by 11:00 a.m., New York City time, on the ~~Business Day preceding the Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment Account~~ location and account number of such account to ~~be moved to an Eligible Institution. The Servicer shall promptly notify~~ the Indenture ~~Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account~~Trustee. (cb) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party for USAA Auto Owner Trust 2008-2”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the “~~CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment~~ Principal Distribution Account”). The ~~Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Servicer may make deposits to and direct the Indenture Trustee in writing to make ~~deposits to~~ withdrawals from the ~~Certificate Payment~~ Principal Distribution Account in accordance with ~~this Agreement~~ the terms of the Basic Documents. The documentation pursuant to which the Principal Distribution Account will be established and maintained specifies New York law as the ~~Indenture~~ governing law. In addition, the Principal Distribution Account shall be established and ~~may direct~~ maintained at an institution which agrees in writing that for so long as the Notes are outstanding (i) to the extent the Collection Account is a securities account, 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 and (ii) to ~~make withdrawals from~~ the ~~Certificate Payment~~ extent the Principal Distribution Account is a deposit account, it will comply with instructions directing disposition of funds in ~~accordance with this Agreement and~~ the ~~Trust Agreement~~account originated by the Indenture Trustee without further consent of the Issuer. All monies deposited from time to time in the ~~Certificate Payment~~ Principal Distribution Account ~~pursuant to this Agreement and the Indenture~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate~~ Property. All deposits to and withdrawals from the Principal Distribution Account shall be ~~applied as provided in this Agreement~~ made only upon the terms and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location conditions of the ~~Certificate Payment Account~~Basic Documents. (dc) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)[Reserved]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Acceptance LLC)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ml Asset Backed Corp)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name "The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-4", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each~~ amounts relate (or in the case of the ~~Permitted Investments may be purchased by~~ Special Payment Date, the ~~Indenture Trustee or through an Affiliate~~ portion of such funds needed to make the ~~Indenture Trustee. All~~ final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment Account~~ location and account number of such account to ~~be moved to an Eligible Institution. The Servicer shall promptly notify~~ the Indenture ~~Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account~~Trustee. (cb) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~maintain~~ maintained an Eligible Deposit Account in the name "The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2006-4", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Principal Distribution Account~~” (the “Certificate Payment Account”)~~". The ~~Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Servicer may make deposits to and direct the Indenture Trustee in writing to make ~~deposits to~~ withdrawals from the ~~Certificate Payment~~ Principal Distribution Account in accordance with ~~this Agreement~~ the terms of the Basic Documents. The Principal Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the ~~Indenture~~ governing law. In addition, the Principal Distribution Account shall be established and ~~may direct~~ 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. All monies deposited from time to ~~make~~ time in the Principal Distribution Account shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the Principal Distribution Account shall be made only upon the terms and conditions of the Basic Documents. (c) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "USAA Auto Owner Trust 2006-4 Certificate ~~Payment~~ Distribution Account", initially at the corporate trust department of the Owner Trustee, which shall be designated as the "Certificate Distribution Account". The Certificate Distribution Account ~~in accordance with this Agreement~~ shall be under the sole dominion and control of the ~~Trust Agreement~~Owner Trustee. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Owner Trustee, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the location and account number of such account to the Owner Trustee. The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (USAA Auto Owner Trust 2006-4)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2002-1", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause an Eligible Deposit Account to be established and ~~maintain~~ maintained, in the name "USAA Auto Owner Trust 2002-1 Certificate Distribution Account", initially at the corporate trust department of the ~~Indenture Trustee at an Eligible Institution (~~Owner Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Owner Trustee, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent~~) cause the~~ ). The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Acceptance LLC Auto Owner Trust 2002-1)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Noteholders, [and] the Certificateholders [and the Swap Counterparty]. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025-B~~ 20[__]-[__] Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, [and] (ii) the Total Note Interest for each Class of Notes for such Distribution Date, [and] [(iii) the Total Servicing Fee for the preceding Collection ~~Period,~~ Period and any Unreimbursed Servicer Advances ~~and any Unrelated Amounts~~ for the preceding Collection ~~Period~~ Period] [[and] (iv) all amounts owed to the Swap Counterparty under the Swap Agreement] [and (ivv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer], then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section ~~2.8(a)(xiii~~2.8(a)(xi) of the Indenture, ~~and~~ [and] (ii) for purposes of Section ~~2.8(a)(xiv~~2.8(a)(xii) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in ~~full~~full [and (iii) amounts withdrawn from the Reserve Account will not be used to reimburse Unreimbursed Servicer Advance or be paid to CarMax or any of its Affiliates in respect of the Total Servicing Fee owing to the Servicer to the extent that CarMax or any of its affiliates is the Servicer)]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, 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 Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment~~ location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause an Eligible Deposit Account to be established and ~~maintain~~ maintained, in the name "USAA Auto Owner Trust 2004-2 Certificate Distribution Account", initially at the corporate trust department of the ~~Indenture Trustee at an Eligible Institution (~~Owner Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Owner Trustee, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the location and account number of such account to the Owner Trustee. The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Auto Owner Trust 2004-2)

Accounts. (a) The ~~Servicer~~ Trustee shall ~~establish, on or before~~ establish the ~~Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ Collection Account in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under~~ Secured Parties (as defined in the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust AgreementIndenture). ~~Following payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be a securities account established by the Trustee, and maintained with BNY. (b) The Trustee shall establish the Note Payment Account in the name of the ~~Issuer at an Eligible Institution and held in trust~~ Trustee for the benefit of the ~~Certificateholders. All monies deposited from time to time~~ Secured Parties (as defined in the ~~Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement~~Indenture). ~~All deposits to and withdrawals from the Collection~~ The Note Payment Account shall be ~~made only upon~~ a securities account established by the ~~terms~~ Trustee and ~~conditions~~ maintained with BNY. (c) The Trustee shall establish the Reserve Account in the name of the ~~Transaction Documents~~Trustee for the benefit of the Secured Parties (as defined in the Indenture). If The Reserve Account shall be a securities account established by the ~~Servicer~~ Trustee and maintained with BNY. (d) Each of the Collection Account, the Note Payment Account and Reserve Account shall constitute a securities account (as such term is ~~required~~ used in the applicable UCC) for purposes of the applicable UCC. For purposes of the applicable UCC, the BNY's jurisdiction shall be deemed to ~~remit collections on a daily basis pursuant to the first sentence of Section 4.2, all~~ be Illinois. (e) All amounts held in the Collection Account, the Note Payment Account and the Reserve Account (collectively, the "Trust Accounts") shall, to the extent permitted by applicable ~~law~~laws, rules and regulations, be ~~invested~~invested by the Trustee, as directed in writing by the Servicer, ~~by the bank or trust company then maintaining the Collection Account~~ in ~~Permitted~~ Eligible Investments that mature not later than ~~the~~ one Business Day ~~preceding~~ prior to the ~~Distribution~~ Payment Date ~~following~~ for the ~~Collection~~ Quarterly Period ~~during~~ to which such amounts relate. Any such written direction shall certify that any such investment is ~~made~~authorized by this Section 4.1. ~~Each~~ With respect to the Trust Accounts (i) BNY shall act as securities intermediary (as such term is used in applicable UCC), (ii) the Trustee shall be the entitlement holder (as such term is used in applicable UCC), (iii) all investments and other property credited to, and all other rights of the ~~Permitted Investments may~~ entitlement holder in respect of, such account shall be ~~purchased~~ treated as financial assets (as such term is used in applicable UCC), and shall be registered in the name of BNY or in blank, (iv) BNY shall indicate by book entry that all such financial assets have been credited to the ~~Indenture~~ applicable Trust Account, and send a confirmation thereof to the Trustee, (v) BNY will only comply with entitlement orders originated by Trustee (without the consent of Issuer or ~~through an Affiliate of~~ any other person). Subject to the ~~Indenture Trustee~~other provisions hereof, the Trustee shall have sole control over each such investment and the income thereon. All ~~such Permitted Investments~~ interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the Trust Accounts shall be ~~held to maturity. If~~ deposited in the Collection Account and distributed on the next Payment Date pursuant to Section 4.4. The Issuer shall make a deposit to the applicable Trust Account in an amount equal to any net loss on such investments from any amounts paid or distributed to the Issuer hereunder on or within 5 days after the date such loss was incurred. The parties hereto acknowledge and agree that Trustee has control (as such term is ~~no longer maintained at an Eligible Institution,~~ used in the ~~Servicer~~ applicable UCC) of the Trust Accounts and the Lock-Box Account. (f) The Trustee shall, ~~with the Indenture Trustee’s assistance as necessary, promptly (and in any case~~ within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days after the Closing Date, (30I) ~~calendar days as to which each Rating Agency shall consent) cause~~ establish the ~~Collection~~ Lock-Box Account ~~to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change~~ in the ~~account number or location~~ name of the ~~Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture~~ Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the ~~Certificateholders. Following such transfer,~~ Secured Parties (as defined in the ~~Collection~~ Indenture) and (II) subject the Lock-Box Account ~~will be maintained under~~ to a blocked account agreement satisfactory in form and substance to the ~~sole dominion and control of the Paying Agent for the benefit of the Certificateholders~~ Trustee and the ~~Paying Agent will make distributions~~ Servicer and stating that BNY shall only take directions and instructions with respect to such account from the ~~Collection~~ Trustee. The Lock-Box Account shall be a deposit account established by the Trustee and maintained with BNY, and the Trustee shall be BNY's customer with respect to the Lock-Box Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (eg) On or ~~before~~ prior to the Closing Date, the Servicer shall cause each bank account owned by or maintained for the ~~Indenture Trustee to establish and maintain, in the name~~ benefit of the ~~Indenture~~ Seller, or any of its officers or employees, that any Obligor remits payments with respect to the Receivables (the "Existing Bank Accounts"), to be changed to name "CBC Insurance Revenue Securitization, LLC" as the owner of each such account and each such account to be subject to a blocked account agreement among the account bank, the Servicer, the Issuer and the Trustee and consented to by the Seller, which blocked account agreement shall state that (i) the account bank shall only take directions and instructions with respect to such accounts from the Trustee, ~~a settlement~~ (ii) neither the Servicer nor the Seller shall have any rights with respect to such account ~~which will be used to facilitate~~ or the ~~wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit~~ amounts, if any, maintained therein, and ~~distribute~~ (iii) any amounts received in such ~~settlement account~~ accounts are to be removed and deposited into the Lock-Box Account on ~~or before the Closing Date in accordance with the written direction by or on behalf of the Servicer~~a daily basis. ~~Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f)~~ The Servicer shall ~~have~~ ensure that the ~~power, revocable by~~ banks holding the ~~Indenture Trustee~~ Existing Bank Accounts transfer all funds deposited or by otherwise credited to the ~~Trust with~~ Existing Bank Accounts to the ~~consent of the Indenture Trustee, in~~ Lock-Box Account on each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the IndentureBusiness Day.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Clark/Bardes Inc)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-2”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as ~~the Collection Account (~~the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment Account~~ location and account number of such account to ~~be moved to an Eligible Institution. The Servicer shall promptly notify~~ the Indenture ~~Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account~~Trustee. (cb) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-2”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the “~~CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment~~ Principal Distribution Account”). The ~~Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Servicer may make deposits to and direct the Indenture Trustee in writing to make ~~deposits to~~ withdrawals from the ~~Certificate Payment~~ Principal Distribution Account in accordance with ~~this Agreement~~ the terms of the Basic Documents. The Principal Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the ~~Indenture~~ governing law. In addition, the Principal Distribution Account shall be established and ~~may direct~~ 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 ~~to make withdrawals from~~ without further consent of the ~~Certificate Payment Account in accordance with this Agreement and the Trust Agreement~~Issuer. All monies deposited from time to time in the ~~Certificate Payment~~ Principal Distribution Account ~~pursuant to this Agreement and the Indenture~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate~~ Property. All deposits to and withdrawals from the Principal Distribution Account shall be ~~applied as provided in this Agreement~~ made only upon the terms and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location conditions of the ~~Certificate Payment Account~~Basic Documents. (dc) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)[Reserved]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (USAA Auto Owner Trust 2007-2)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "JPMorgan Chase Bank as Indenture ~~Trustee~~ Trustee, as secured party for Ford Credit Auto Owner Trust 2002-B", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of JPMorgan Chase Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number 161629.1 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution~~ UCC) and ~~held in trust for~~ instructions originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of JPMorgan Chase Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "JPMorgan Chase Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of JPMorgan Chase Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of JPMorgan Chase Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least "P-1" by Moody's, is at least "A-1" by Standard & Poor's and is at least "F-1" ▇▇ ▇▇tch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied or any other remittance schedule with or without credit support through a servicer letter of credit, posting of collateral or any other means), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ~~Indenture Trustee, a settlement account which will be used~~ ratings then assigned to ~~facilitate the wire transfer of the offering proceeds of~~ the Notes on and the ~~Closing Date~~Certificates. The Owner Trustee and the Indenture Trustee shall ~~deposit and distribute amounts in such settlement account on~~ not be deemed to have knowledge of any event or ~~before the Closing Date in accordance with the written direction by or on behalf~~ circumstance under clause (iii) of the ~~Servicer. Such settlement account will be closed by~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee ~~not later than thirty (30) days following~~ has received notice of such event or circumstance from the ~~Closing Date. (f) The~~ Seller or the Servicer ~~shall have~~ in an Officer's Certificate or from the ~~power, revocable by the Indenture Trustee or by the Trust with the consent~~ Noteholders of ~~the Indenture Trustee, in each case at the written direction of the Holders of the~~ Notes evidencing not less than 5125% of the Note Balance of the ~~Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments~~ Notes Outstanding or from the ~~Collection Account,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Note Payment Account,~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Reserve Account~~ Corporate Trust Office with knowledge hereof and ~~the Certificate Payment Account for the purpose~~ familiarity herewith has actual knowledge of ~~permitting the Servicer~~ such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Motor Credit Co)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name of the Indenture ~~Trustee~~ Trustee, at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be ~~the Indenture Trustee) a segregated trust account~~ ), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the ~~Noteholders,~~ Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders~~Basic Documents. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and ~~shall be applied as provided in this Agreement. All~~ all deposits to and withdrawals ~~from the Collection Account~~ therefrom shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the . In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case~~ cause the Collection Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency ~~shall~~ may consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be ~~the Indenture Trustee) a segregated trust account~~ ), which shall be designated as the ~~Note Payment Account (the “~~"Note Payment Account”)". The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Indenture~~Basic Documents. ~~The amounts on deposit in~~ In the ~~Note Payment Account shall not be invested. If~~ event that the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Note Payment Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account). (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain a segregated trust account in the name of the ~~Indenture~~ Owner Trustee at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be ~~the Indenture Trustee) a segregated trust account~~ ), which shall be designated as the ~~“CarMax Select Receivables~~ "Certificate Distribution Account". Except as provided in the Trust ~~2025-B Trust Account” (~~Agreement, the “Certificate ~~Payment Account”). The Certificate Payment~~ Distribution Account shall be held in trust for the benefit of the Certificateholders. The Certificate ~~Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of the Indenture Trustee at a Qualified Institution or Qualified Trust Institution (which shall initially be ), which shall be designated as the "Payahead Account" (the Payahead Account, together with the Collection Account and the Note Payment Account, the "Trust Accounts"). The Payahead Account shall be held in trust for the benefit of the Securityholders. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee provided, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. All monies deposited from time to time in the Payahead Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals therefrom shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to . In the event that the Payahead Account is no longer to be maintained at , the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of for so long as (i) Ford Credit is the Servicer~~. Such settlement account will be closed by~~ , (ii) the ~~Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent~~ rating of ~~the Indenture Trustee, in each case~~ Ford Credit's short-term unsecured debt is at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.least P-1 by

Appears in 1 contract

Sources: Sale Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party from Ford Credit Auto Owner Trust 2000-B", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-70868 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account~~a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) Ifabove and of Section 4.7(a)(ii), ~~on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of~~ for so long as (i) Ford Credit is the ~~Note Balance as of the day preceding such Distribution Date~~Servicer, (ii) the ~~Total Note Interest for each Class~~ rating of ~~Notes for such Distribution Date~~Ford Credit's short-term unsecured debt is at least P-1 by Moody's, at least A-1 by Standard & Poor's and at least F-▇ ▇▇ ▇▇tch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the ~~Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances~~ Payahead Account but instead may be remitted to and ~~any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid~~ held by the Servicer. So long as each Monthly Remittance Condition is satisfied, ~~then~~ the Servicer shall ~~instruct~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the ~~Indenture Trustee~~ Servicer as aforesaid but shall be required to ~~(A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account~~ remit Payaheads to the Collection Account in accordance with Section 4.7(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (~~B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a~~iii) of the ~~Indenture on such Distribution Date (except~~ first sentence of this Section 4.1(e) that ~~(i) no distribution will be made~~ would require remittance of the Payaheads to the ~~Reserve~~ Payahead Account ~~pursuant to Section 2.8(a)(xiii)~~ unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the ~~Indenture, and (ii) for purposes~~ Seller or the Servicer in an Officer's Certificate or from the Noteholders of ~~Section 2.8(a)(xiv)~~ Notes evidencing not less than 25% of ~~the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay~~ the principal amount of the Notes ~~in full). (e) On~~ Outstanding or ~~before~~ from the ~~Closing Date,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Servicer shall cause the Indenture~~ Aggregate Certificate Balance or unless a Trustee ~~to establish and maintain,~~ Officer in the ~~name~~ Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such ~~settlement account on~~ event or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Datecircumstance. (f) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall ~~have~~ initially be the ~~power~~corporate trust department of The Chase Manhattan Bank), ~~revocable~~ which subaccount shall be designated as the "Accumulation Account". The Accumulation Account shall be held in trust for the benefit of the Noteholders. The Accumulation Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Accumulation Account in accordance with the Basic Documents. All monies deposited from time to time in the Accumulation Account shall be held by the Indenture Trustee or as part of the Trust Property and all deposits to and withdrawals from the Accumulation Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Accumulation Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the ~~Trust~~ Servicer, by the bank or trust company then maintaining the Accumulation Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income on funds on deposit in the Accumulation Account shall be withdrawn and deposited in the Collection Account for distribution on each Distribution Date in accordance with Section 4.7(c). In the event that the Accumulation Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the ~~consent~~ Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Accumulation Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (g) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "VPTN Proceeds Account". The VPTN Proceeds Account shall be held in trust for the benefit of the holders of the Subclass of Class A Notes to be paid on its Targeted Scheduled Distribution Date from the proceeds of issuance after the Closing Date of VPTNs deposited to such account from time to time. The VPTN Proceeds Account shall be under the sole dominion and control of the Indenture Trustee~~, in each case at~~ ; provided that the ~~written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class,~~ Servicer may make deposits to ~~instruct~~ and direct the Indenture Trustee in writing to make withdrawals ~~and payments~~ from the ~~Collection Account,~~ VPTN Proceeds Account in accordance with the ~~Note Payment Account,~~ Basic Documents. All monies deposited from time to time in the ~~Reserve~~ VPTN Proceeds Account ~~and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting~~ shall be held by the Indenture Trustee as part of the Trust Property and all deposits to ~~carry out its duties under~~ and withdrawals from the ~~Indenture~~VPTN Proceeds Account shall be made only upon the terms and conditions of the Basic Documents.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. ~~(a)~~ The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date,~~ Collection Account and ~~prior to~~ the ~~payment in full of the principal of and interest on the Notes, maintain~~ Certificate Account in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under the sole dominion and control~~ Certificateholders. Each of the ~~Indenture~~ Collection Account and the Certificate Account 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 Collection Account or the Certificate Account, as the case may be, is maintained in a segregated trust account in the trust department of the Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account and Certificate Account shall, to the extent permitted by applicable ~~law~~laws, rules and ~~regulations~~regulations and as directed by the Servicer (such direction to be in a format reasonably acceptable to the Trustee), be ~~invested, as directed in writing~~ invested by the ~~Servicer, by the bank or trust company then maintaining the Collection Account~~ Trustee in ~~Permitted~~ Eligible Investments ~~that~~ and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution ~~Date following~~ Date, in such manner that such amounts invested shall be available to make the ~~Collection Period during which~~ required distributions on the Distribution Date. Servicer hereby certifies that any such investment directed by it pursuant to this Section is ~~made~~authorized by this Section. ~~Each~~ Should the short-term unsecured debt obligations of the ~~Permitted Investments may be purchased by~~ Trustee no longer have the ~~Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If~~ Required Deposit Rating then, unless the Collection Account ~~is no longer~~ and the Certificate Account are maintained ~~at an Eligible Institution~~in segregated trust accounts in the trust department of the Trustee, the Servicer shall, with the ~~Indenture~~ Trustee’s 's assistance as ~~necessary, promptly (~~necessary and ~~in any case~~ within ten ~~(10) calendar days or such~~ Business Days of receipt of notice from the Trustee that the Trustee no longer ~~period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ has the Required Deposit Rating, cause the Collection Account and the Certificate Account (i) to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change~~ segregated trust accounts in ~~the account number~~ a bank or ~~location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right)~~trust company, the ~~Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all~~ short-term unsecured debt obligations of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall ~~initially be~~ have the ~~Indenture Trustee~~Required Deposit Rating or (ii) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify~~ the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location~~ trust department of the ~~Note Payment Account. (c) The Servicer shall establish,~~ Trustee. Earnings on ~~or before the Closing Date, and maintain in the name~~ investments of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit funds in the Collection Account and the ~~Reserve~~ Certificate Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due shall be paid to the ~~Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the~~ Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-1”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as ~~the Collection Account (~~the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each~~ amounts relate (or in the case of the ~~Permitted Investments may be purchased by~~ Special Payment Date, the ~~Indenture Trustee or through an Affiliate~~ portion of such funds needed to make the ~~Indenture Trustee. All~~ final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment Account~~ location and account number of such account to ~~be moved to an Eligible Institution. The Servicer shall promptly notify~~ the Indenture ~~Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account~~Trustee. (cb) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2007-1”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the “~~CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment~~ Principal Distribution Account”). The ~~Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Servicer may make deposits to and direct the Indenture Trustee in writing to make ~~deposits to~~ withdrawals from the ~~Certificate Payment~~ Principal Distribution Account in accordance with ~~this Agreement~~ the terms of the Basic Documents. The Principal Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the ~~Indenture~~ governing law. In addition, the Principal Distribution Account shall be established and ~~may direct~~ 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 ~~to make withdrawals from~~ without further consent of the ~~Certificate Payment Account in accordance with this Agreement and the Trust Agreement~~Issuer. All monies deposited from time to time in the ~~Certificate Payment~~ Principal Distribution Account ~~pursuant to this Agreement and the Indenture~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate~~ Property. All deposits to and withdrawals from the Principal Distribution Account shall be ~~applied as provided in this Agreement~~ made only upon the terms and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location conditions of the ~~Certificate Payment Account~~Basic Documents. (dc) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)[Reserved]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (USAA Auto Owner Trust 2007-1)

Accounts. Each Lien Grantor covenants as follows: (a) ~~The Servicer shall establish, on or before the Closing Date, and prior~~ Such Lien Grantor will use commercially reasonable efforts to ~~the payment in full of the principal of and interest on the Notes, maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially~~ cause to be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account collected in accordance with ~~this Agreement~~reasonable business practice from its account debtors, when due, all amounts owing under its Accounts (including delinquent Accounts, which will be collected in accordance with generally accepted commercial collection procedures) and will apply all amounts collected thereon, forthwith upon receipt thereof, to the ~~Indenture~~ outstanding balances of such Accounts. Subject to the rights of the Administrative Agent and the ~~Trust Agreement. Following payment~~ other Secured Parties hereunder if an Event of Default shall have occurred and be continuing, such Lien Grantor may allow in ~~full~~ the ordinary course of business as adjustments to amounts owing under its Accounts (i) any extension or renewal of the ~~principal of~~ time or times for payment, or settlement for less than the total unpaid balance, that such Lien Grantor finds appropriate in accordance with sound business judgment and ~~interest on the Notes~~(ii) refunds or credits, ~~the Collection Account shall be maintained~~ all in the ~~name~~ ordinary course of ~~the Issuer at an Eligible Institution~~ business and ~~held~~ consistent with such Lien Grantor's collection practices as in ~~trust for the benefit of the Certificateholders. All monies deposited~~ effect from time to ~~time in~~ time. The reasonable out-of-pocket costs and expenses (including attorney's fees) of collection, whether incurred by such Lien Grantor or the ~~Collection Account pursuant to this Agreement~~ Administrative Agent, shall be ~~held~~ paid by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection AccountLien Grantor. (b) ~~The Servicer shall establish~~If payments with respect to any of such Lien Grantor's Accounts are received in a lockbox or similar account, ~~on or before~~ such Lien Grantor will, to the ~~Closing Date~~extent required by Section 10 hereof, (i) cause such account to be a Controlled Deposit Account and ~~maintain in~~ (ii) cause the ~~name of~~ relevant depositary bank to subordinate to the ~~Indenture Trustee at an Eligible Institution~~ relevant Transaction Lien all its claims to such account (~~which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”~~except its right to deduct its normal operating charges and any uncollected funds previously credited thereto). The ~~Note Payment~~ Administrative Agent will instruct the relevant depositary bank to transfer funds credited to any such account, as promptly as practicable after receipt thereof, to a Controlled Deposit Account designated by such Lien Grantor, to the extent required by Section 10 hereof; provided that, if an Event of Default shall have occurred and be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institutioncontinuing, the ~~Servicer shall, with~~ Administrative Agent may designate the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as~~ Controlled Deposit Account to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Accountsuch funds are transferred. (c) ~~The Servicer~~ If an Event of Default shall ~~establish~~have occurred and be continuing, ~~on or before~~ such Lien Grantor will, if requested to do so by the ~~Closing Date~~Administrative Agent, promptly notify (and such Lien Grantor authorizes the Administrative Agent so to notify) each account debtor in respect of any of its Accounts that such Accounts have been assigned to the Administrative Agent hereunder, and ~~maintain~~ that any payments due or to become due in ~~the name~~ respect of ~~the Indenture Trustee at an Eligible Institution (which shall initially~~ such Accounts are to be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits made directly to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days Administrative Agent or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Accountits designee. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Guarantee and Security Agreement (Keystone Marketing Services Inc)

Accounts. (a) The ~~Servicer shall establish~~Trustee may, on from time to time, create such accounts and reserves within the NAS Monitoring Trust estate as he or ~~before the Closing Date~~she deems necessary, ~~and prior~~ prudent or useful in order to provide for the payment ~~in full~~ of expenses and the ~~principal of~~ making NAS Monitoring Grants to Grant Recipients and interest on the Notes, maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account Grantees in accordance with this ~~Agreement, the Indenture~~ Trust Agreement and the NAS Monitoring TDP, and may, with respect to any such account or reserve, restrict the use of monies therein, and the earnings or accretions thereto (the “Trust ~~Agreement~~Subaccounts”). ~~Following payment in full of~~ Any such Trust Subaccounts established by the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement Trustee shall be held by as NAS Monitoring Trust Assets and are not intended to be subject to separate entity tax treatment as a “disputed claims reserve” within the ~~Indenture Trustee as part~~ meaning of the ~~Trust Estate~~ Internal Revenue Code and ~~shall be applied as provided in this Agreement. All deposits to and withdrawals from~~ the ~~Collection Account shall be made only upon~~ Treasury Regulations promulgated thereunder, a “disputed ownership fund” within the ~~terms and conditions~~ meaning of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained Treasury Regulations promulgated under the ~~sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account~~Internal Revenue Code, or otherwise. (b) The ~~Servicer~~ Trustee shall establish, ~~on or before the Closing Date~~for bookkeeping purposes, a separate Trust Subaccount for each NAS Monitoring Grant Awarded, and ~~maintain in~~ the ~~name~~ Abatement Distribution to a Grant Recipient or Grantee for funding of ~~the Indenture Trustee at~~ an ~~Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account~~ NAS Abatement Program shall be ~~held in trust~~ paid from such Trust Subaccount established by the Trustee for such Grant Recipient or Grantee. No Grant Recipient or Grantee shall have the right to make a claim against the NAS Monitoring Trust or any Trust Subaccount established by the Trust for the ~~benefit~~ Award of a Grant until a specific monetary amount is Awarded to such Grant Recipient or Grantee for the ~~Noteholders. The Note Payment Account shall be under the sole dominion and control~~ funding of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment AccountNAS Abatement Program. (c) The ~~Servicer~~ Trustee shall ~~establish, on or before the Closing Date, and maintain in the name~~ include a reasonably detailed description of the ~~Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust~~ creation of any account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account or reserve in accordance with this ~~Agreement~~ Section 3.1 and, with respect to any such account, the transfers made to such account, the proceeds of or earnings on the assets held in each such account, and the ~~Indenture and may direct the Indenture Trustee to make withdrawals~~ payments from ~~the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time~~ each such account in the ~~Certificate Payment Account~~ Annual Reports to be provided to the Opioid MDT II pursuant to ~~this Agreement~~ the Plan and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment AccountSection 2.2 above. (d) ~~If, on any Distribution Date~~With the exception of the NAS Monitoring Trust Operating Reserve, the ~~aggregate amount on deposit~~ amounts in which shall not exceed in the ~~Collection Account~~ aggregate a value equal to one and ~~the Reserve Account equals or exceeds the sum of~~ one-half percent (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a1.5%) of the ~~Indenture on such Distribution Date (except that (i) no distribution will be made to~~ Net Trust Assets, the ~~Reserve Account pursuant to Section 2.8(a)(xiii)~~ Net Trust Assets of the ~~Indenture, and (ii)~~ NAS Monitoring Trust shall be reserved for ~~purposes~~ the payment of ~~Section 2.8(a)(xiv)~~ amounts which the NAS Monitoring Trust Awards as Grants to fund NAS Abatement Programs. In no event shall any of the ~~Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount~~ Net Trust Assets of the ~~Notes in full)~~NAS Monitoring Trust be utilized or expended for payments on account of any NAS Monitoring Claims. (e) ~~On or before~~ As authorized by sections 3804 and 3806 of the ~~Closing Date~~Act, the ~~Servicer~~ Certificate of Trust shall ~~cause~~ declare that any Fund established by this Trust Agreement shall constitute a separate and distinct Series of the ~~Indenture~~ NAS Monitoring Trust, such that the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a particular Fund shall be enforceable against the assets of such Fund only, and not against the assets of the NAS Monitoring Trust generally or any other Fund established by the NAS Monitoring Trust. To effectuate such enhanced liability limitation, the Trustee ~~to establish~~ shall: (a) maintain separate and ~~maintain,~~ distinct records for each Fund; (b) hold and account for the assets of each Fund by separate and distinct accounts and records which are held and maintained separately from the other assets of the NAS Monitoring Trust and any other Fund thereof; and (c) set forth in the ~~name~~ filed Certificate of Trust the ~~Indenture Trustee, a settlement account which will be used~~ terms and provisions of this paragraph so as to ~~facilitate the wire transfer~~ give legal notice of ~~the offering proceeds of the Notes on the Closing Date~~this enhanced liability limitation to all non-parties to this Agreement. The ~~Indenture Trustee~~ terms “Fund,” “Trust Subaccount,” and “Series,” as used in this Agreement, shall ~~deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will~~ be ~~closed by the Indenture Trustee not later than thirty (30) days following the Closing Date~~synonymous. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Trust Agreement

Accounts. ~~(a)~~ Exhibit E hereto sets forth the Lock-Box and the Lock-Box Account. The ~~Servicer~~ Lock-Box shall ~~establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ be a post office box in the name of the ~~Indenture~~ Trustee. Neither the Seller nor the Servicer shall have access to or any control over such Lock-Box. The Servicer may, at the Servicer's expense, cause the Trustee ~~at an Eligible Institution~~ to terminate and substitute the Lock-Box Bank for another bank, but only (~~which shall initially be~~ a) upon written notice from the ~~Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior~~ Servicer to the ~~payment in full~~ Trustee and the Seller, and (b) so long as no Event of Default shall have occurred and be continuing. The Servicer shall give ten (10) days prior written notice (if practicable) to the Trustee of the ~~principal~~ name and address of ~~and interest on~~ the ~~Notes~~proposed new Lock-Box Bank, which notice shall identify the related Lock-Box Account. The Trustee shall establish the Lock-Box Account, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementAccount, the ~~Indenture~~ Certificate Account and the ~~Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection~~ Pre-Funding Account ~~shall be maintained~~ in the name of the ~~Issuer at an Eligible Institution and held in trust~~ Trustee for the benefit of the Certificateholders, such accounts to be Eligible Accounts. ~~All monies deposited from time to time in~~ The Collection Account, the ~~Collection~~ Pre-Funding Account ~~pursuant to this Agreement shall be held by~~ and the ~~Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection~~ Certificate Account shall be ~~made only upon~~ segregated trust accounts initially established with the ~~terms~~ Trustee and ~~conditions~~ maintained with the Trustee so long as the Trustee has the Required Deposit Rating; provided, however, if the deposits of the ~~Transaction Documents. If~~ Trustee no longer have the Required Deposit Rating, the Servicer ~~is required~~ shall within 30 days, with the Trustee's assistance as necessary, cause such accounts to ~~remit collections on~~ be moved to a ~~daily basis pursuant~~ bank or trust company with the Required Deposit Rating (each such bank or trust company, a "Successor Bank"). Should the deposits of any Successor Bank no longer have the Required Deposit Rating, the Servicer within 30 days shall, with the Successor Bank's assistance as necessary, cause such accounts to be moved to a bank or trust company, the ~~first sentence~~ deposits of ~~Section 4.2, all~~ which shall have the Required Deposit Rating. All amounts held in the Collection Account ~~shall, to~~ and the ~~extent permitted by applicable law, rules and regulations,~~ Pre-Funding Account shall be ~~invested, as directed in writing~~ invested by the ~~Servicer, by~~ Trustee at the ~~bank or trust company then maintaining~~ written direction of the ~~Collection Account~~ Servicer in ~~Permitted~~ Eligible Investments ~~that~~ in the name of the Trustee as trustee of the Trust and shall mature ~~not~~ no later than the Business Day immediately preceding the Distribution Date ~~following~~ next succeeding the ~~Collection Period during which~~ date of such investment. Such written direction shall certify that any such investment is ~~made~~authorized by this Section. ~~Each of the Permitted Investments~~ No investment may be ~~purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held~~ sold prior to its maturity. If Amounts in the ~~Collection~~ Lock-Box Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Certificate Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate ~~Payment~~ Account shall be ~~held in trust for the benefit~~ a non-interest-bearing account. Earnings on investments of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit funds in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due shall be paid to the ~~Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the~~ Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application as additional servicing compensation pursuant to Section ~~2.8(a)~~ 4.8 hereof. Earnings on investments of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, funds in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Pre-Funding Account during any Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.Period during the

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Asta Funding Inc)

Accounts. (a) The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ Accounts in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under~~ Certificateholders. Except as otherwise provided in the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, ~~the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection~~ each Account shall be an account 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 Account is a segregated trust account located in the ~~name~~ corporate trust department of the ~~Issuer at an Eligible Institution and~~ Trustee bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, and the Trustee has a long-term deposit rating from Moody's (so long as ▇▇▇▇▇'▇ is a Rating Agency) of at 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, any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. ~~All monies deposited from time to time~~ Except as otherwise provided in the ~~Collection Account pursuant to this Agreement shall be held by~~ Agreement, in the ~~Indenture~~ event that the Trustee ~~as part~~ no longer meets either of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If foregoing requirements, then the Servicer ~~is required~~ shall, with the Trustee's assistance as necessary, cause the Accounts to ~~remit collections on~~ be moved to a ~~daily basis pursuant to~~ bank or trust company that satisfies either of such requirements. (b) For so long as the ~~first sentence~~ depository institution or trust company then maintaining the Accounts meets the requirements of Section ~~4.2~~14.01(a)(i) or (a)(ii), (i) all amounts held in the ~~Collection~~ Certificate Account shall, to the extent permitted by applicable ~~law~~laws, rules and regulations, be invested, as directed in writing by the Servicer, ~~by the bank or trust company then maintaining the Collection Account~~ in Permitted ~~Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which~~ Investments; otherwise such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments~~ amounts shall be maintained in cash and (ii) all amounts held ~~to maturity. If~~ in the ~~Collection~~ Payahead Account ~~is no longer maintained at an Eligible Institution, the Servicer~~ shall, ~~with~~ to the ~~Indenture Trustee’s assistance as necessary~~extent permitted by applicable laws, ~~promptly (~~rules and ~~in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to~~ regulations, be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actionsinvested, as directed in writing by the ~~Issuer~~ Servicer, in those investments defined in clause (vii) of the term "Permitted Investments". Earnings on investment of funds in the Accounts (net of losses and ~~at no expense~~ investment expenses) shall be paid to the ~~Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title~~ Servicer and ~~interest in the Collection Account (including~~ any ~~investments~~ losses and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account expenses shall be ~~held in trust for~~ charged against the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts funds on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment related Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Standard Terms and Conditions Agreement (Pooled Auto Securities Shelf LLC)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party from Ford Credit Auto Owner Trust 1999-A", at ~~an Eligible~~ a Qualified Institution or 12 Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-28563 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall 13 be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account~~a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) Ifabove and of Section 4.6(a)(ii), ~~on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of~~ for so long as (i) Ford Credit is the ~~Note Balance as of the day preceding such Distribution Date~~Servicer, (ii) the ~~Total Note Interest for each Class~~ rating of ~~Notes for such Distribution Date~~Ford Credit's short-term unsecured debt is at least P-1 by Mood▇'▇, ▇▇ at least A-1 by Standard & Poor's and is at least F-1 by Fitch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the ~~Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances~~ Payahead Account but instead may be remitted to and ~~any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid~~ held by the Servicer. So long as each Monthly Remittance Condition is satisfied, ~~then~~ the Servicer shall ~~instruct~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the ~~Indenture Trustee~~ Servicer as aforesaid but shall be required to ~~(A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account~~ remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time as any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held 14 or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (~~B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a~~iii) of the ~~Indenture on such Distribution Date (except~~ first sentence of this Section 4.1(e) that ~~(i) no distribution will be made~~ would require remittance of the Payaheads to the ~~Reserve~~ Payahead Account ~~pursuant to Section 2.8(a)(xiii)~~ unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the ~~Indenture, and (ii) for purposes~~ Seller or the Servicer in an Officer's Certificate or from the Noteholders of ~~Section 2.8(a)(xiv)~~ Notes evidencing not less than 25% of ~~the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay~~ the principal amount of the Notes ~~in full). (e) On~~ Outstanding or ~~before~~ from the ~~Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name~~ Certificateholders of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes Certificates evidencing not less than 5125% of the ~~Note~~ Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, 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 Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each~~ amounts relate (or in the case of the ~~Permitted Investments may be purchased by~~ Special Payment Date, the ~~Indenture Trustee or through an Affiliate~~ portion of such funds needed to make the ~~Indenture Trustee. All~~ final payment on the Class A-1 Notes shall mature not later than the Business Day immediately prior to the Special Payment Date) and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment~~ location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause an Eligible Deposit Account to be established and ~~maintain~~ maintained, in the name "USAA Auto Owner Trust 2005-3 Certificate Distribution Account", initially at the corporate trust department of the ~~Indenture Trustee at an Eligible Institution (~~Owner Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Owner Trustee, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the location and account number of such account to the Owner Trustee. The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Auto Owner Trust 2005-3)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party from Ford Credit Auto Owner Trust 2000-G", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-70930 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, is at least A-1 by Standard & Poor's and is at least F-▇ ▇▇ ▇▇tch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ~~Indenture Trustee, a settlement account which will be used~~ ratings then assigned to ~~facilitate the wire transfer of the offering proceeds of~~ the Notes on and the ~~Closing Date~~Certificates. The Owner Trustee and the Indenture Trustee shall ~~deposit and distribute amounts in such settlement account on~~ not be deemed to have knowledge of any event or ~~before the Closing Date in accordance with the written direction by or on behalf~~ circumstance under clause (iii) of the ~~Servicer. Such settlement account will be closed by~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee ~~not later than thirty (30) days following~~ has received notice of such event or circumstance from the ~~Closing Date. (f) The~~ Seller or the Servicer ~~shall have~~ in an Officer's Certificate or from the ~~power, revocable by the Indenture Trustee or by the Trust with the consent~~ Noteholders of ~~the Indenture Trustee, in each case at the written direction of the Holders of the~~ Notes evidencing not less than 5125% of the Note Balance of the ~~Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments~~ Notes Outstanding or from the ~~Collection Account,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Note Payment Account,~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Reserve Account~~ Corporate Trust Office with knowledge hereof and ~~the Certificate Payment Account for the purpose~~ familiarity herewith has actual knowledge of ~~permitting the Servicer~~ such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2008-1”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as ~~the Collection Account (~~the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. No checks shall be issued, printed or honored with respect to the Collection Account. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature ~~not later than~~ so that funds will be available by 11:00 a.m., New York City time, on the ~~Business Day preceding the Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. For the avoidance of doubt, with respect to each Payment Date, any interest and other income earned on funds in deposit in the Collection Account from the Business Day prior to such Payment Date through such Payment Date shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment Account~~ location and account number of such account to ~~be moved to an Eligible Institution. The Servicer shall promptly notify~~ the Indenture ~~Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account~~Trustee. (cb) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~maintain~~ maintained an Eligible Deposit Account in the name “The Bank of New York, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2008-1”, initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the “~~CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment~~ Principal Distribution Account”). The ~~Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Principal Distribution Account shall be under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Servicer may make deposits to and direct the Indenture Trustee in writing to make ~~deposits to~~ withdrawals from the ~~Certificate Payment~~ Principal Distribution Account in accordance with ~~this Agreement~~ the terms of the Basic Documents. The Principal Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the ~~Indenture~~ governing law. In addition, the Principal Distribution Account shall be established and ~~may direct~~ 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 ~~to make withdrawals from~~ without further consent of the ~~Certificate Payment Account in accordance with this Agreement and the Trust Agreement~~Issuer. All monies deposited from time to time in the ~~Certificate Payment~~ Principal Distribution Account ~~pursuant to this Agreement and the Indenture~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate~~ Property. All deposits to and withdrawals from the Principal Distribution Account shall be ~~applied as provided in this Agreement~~ made only upon the terms and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location conditions of the ~~Certificate Payment Account~~Basic Documents. (dc) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)[Reserved]. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (USAA Auto Owner Trust 2008-1)

Accounts. ~~(a)~~ The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date,~~ Collection -------- Account and ~~prior to~~ the ~~payment in full of the principal of and interest on the Notes, maintain~~ Certificate Account in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under the sole dominion and control~~ Certificateholders. Each of the ~~Indenture~~ Collection Account and the Certificate Account 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 Collection Account or the Certificate Account, as the case may be, is maintained in a segregated trust account in the trust department of the Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all -------- ------- amounts held in the Collection Account and Certificate Account shall, to the extent permitted by applicable ~~law~~laws, rules and ~~regulations, be invested,~~ regulations and as directed ~~in writing~~ by the Servicer, be invested by the ~~bank or trust company then maintaining the Collection Account~~ Trustee in ~~Permitted~~ Eligible Investments ~~that~~ and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution ~~Date following~~ Date, in such manner that such amounts invested shall be available to make the ~~Collection Period during which~~ required distributions on the Distribution Date. Servicer hereby certifies that any such investment directed by it pursuant to this Section is ~~made~~authorized by this Section. ~~Each~~ Should the short-term unsecured debt obligations of the ~~Permitted Investments may be purchased by~~ Trustee no longer have the ~~Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If~~ Required Deposit Rating then, unless the Collection Account ~~is no longer~~ and the Certificate Account are maintained ~~at an Eligible Institution~~in segregated trust accounts in the trust department of the Trustee, the Servicer shall, with the ~~Indenture~~ Trustee’s 's assistance as ~~necessary, promptly (~~necessary and ~~in any case~~ within ten ~~(10) calendar days or such~~ Business Days of receipt of notice from the Trustee that the Trustee no longer ~~period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ has the Required Deposit Rating, cause the Collection Account and the Certificate Account (i) to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change~~ segregated trust accounts in ~~the account number~~ a bank or ~~location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right)~~trust company, the ~~Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all~~ short-term unsecured debt obligations of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall ~~initially be~~ have the ~~Indenture Trustee~~Required Deposit Rating or (ii) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify~~ the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location~~ trust department of the ~~Note Payment Account. (c) The Servicer shall establish,~~ Trustee. Earnings on ~~or before the Closing Date, and maintain in the name~~ investments of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit funds in the Collection Account and the ~~Reserve~~ Certificate Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due shall be paid to the ~~Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the~~ Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)

Accounts. (a1) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the ~~“Collection Account”~~"COLLECTION ACCOUNT"). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the Insurer, the Noteholders, . The Collection Account shall be under the sole dominion and control of the Indenture Trustee; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this ~~Agreement, the Indenture~~ Agreement and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the CertificateholdersIndenture. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections ~~on a daily basis~~ within two Business Days pursuant to the first sentence of Section ~~4.2~~3.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in ~~Permitted~~ Eligible Investments that mature not later than the Business Day preceding the ~~Distribution~~ Payment Date following the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee~~amounts relate. All such ~~Permitted~~ Eligible Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Collection Account to be moved to an Eligible Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent~~) cause the Collection Account to be moved to an Eligible Institution~~). The Servicer shall promptly notify the Indenture ~~Trustee~~ Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b2) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the ~~“Note Payment Account”~~"NOTE PAYMENT ACCOUNT"). The Note Payment Account shall be held in trust for the benefit of the ~~Noteholders~~Noteholders and the Insurer. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Note Payment Account to be moved to an Eligible Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent~~) cause the Note Payment Account to be moved to an Eligible Institution~~). The Servicer shall promptly notify the Indenture ~~Trustee~~ Trustee, the Insurer and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c3) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the ~~Indenture Trustee~~ Trust at an Eligible Institution (which shall initially be the ~~Indenture~~ Owner Trustee) a segregated trust account designated as the ~~“CarMax Select Receivables Trust 2025-B Trust Account”~~ Depositor Account (the ~~“Certificate Payment Account”~~"DEPOSITOR ACCOUNT"). The ~~Certificate Payment~~ Depositor Account shall be held in trust for the benefit of the ~~Certificateholders~~Depositor. The ~~Certificate Payment~~ Depositor Account shall be under the sole dominion and control of the ~~Indenture Trustee~~Trust; ~~provided~~PROVIDED, ~~however~~HOWEVER, that the Servicer may direct the Indenture Trustee in writing to make deposits to the ~~Certificate Payment~~ Depositor Account in accordance with this Agreement and the Indenture and may direct the ~~Indenture~~ Owner Trustee in writing to make withdrawals from the ~~Certificate Payment~~ Depositor Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the ~~Certificate Payment~~ Depositor Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture Trustee~~ Trust as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the ~~Certificate Payment~~ Depositor Account shall not be invested. If the ~~Certificate Payment~~ Depositor Account is no longer to be maintained at ~~an Eligible Institution~~the Owner Trustee, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause the Depositor Account to be moved to an Eligible Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency and the Insurer (provided that no Insurer Default shall have occurred and is continuing) may consent~~) cause the Certificate Payment Account to be moved to an Eligible Institution~~). The Servicer shall promptly notify the Indenture ~~Trustee~~ Trustee, the Insurer (provided that no Insurer Default shall have occurred and is continuing) and the Owner Trustee of any change in the account number or location of the ~~Certificate Payment~~ Depositor Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Allocation Agreement (First Investors Financial Services Group Inc)

Accounts. ~~(a)~~ The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date,~~ Collection Account and ~~prior to~~ the ~~payment in full of the principal of and interest on the Notes, maintain~~ Certificate Account in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under the sole dominion and control~~ Certificateholders. Each of the ~~Indenture~~ Collection Account and the Certificate Account shall be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as (a) the deposits of the Trustee have the Required Deposit Rating or (b) the Collection Account or the Certificate Account, as the case may be, is maintained in a segregated trust account in the trust department of the Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account and the Certificate Account shall, to the extent permitted by applicable ~~law~~laws, rules and ~~regulations, be invested,~~ regulations and as directed ~~in writing~~ by the Servicer, be invested by the ~~bank or trust company then maintaining the Collection Account~~ Trustee in ~~Permitted~~ Eligible Investments ~~that~~ and such Eligible Investments shall mature not later than the Business Day preceding the next Distribution ~~Date following~~ Date, in such manner that such amounts invested shall be available to make the ~~Collection Period during which~~ required distributions on the Distribution Date; provided, that if permitted by the Rating Agencies, monies on deposit therein may be invested in Eligible Investments that mature later than the Business Day preceding the next Distribution Date; provided, however, that such investment ~~is made~~shall be sold not later than the Business Day preceding the next Distribution Date. ~~Each~~ Should the short-term unsecured debt obligations of the ~~Permitted Investments may be purchased by~~ Trustee no longer have the ~~Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If~~ Required Deposit Rating then, unless the Collection Account ~~is no longer~~ and the Certificate Account are maintained ~~at an Eligible Institution~~in segregated trust accounts in the trust department of the Trustee, the Servicer shall, with the ~~Indenture~~ Trustee’s 's assistance as ~~necessary, promptly (~~necessary and ~~in any case~~ within ten ~~(10) calendar days or such~~ Business Days of receipt of notice from the Trustee that the Trustee no longer ~~period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ has the Required Deposit Rating, cause the Collection Account and the Certificate Account (a) to be moved to ~~an Eligible Institution. The Servicer~~ segregated trust accounts in a bank or trust company, the short-term unsecured debt obligations of which shall ~~promptly notify~~ have the ~~Indenture Trustee and~~ Required Deposit Rating, or (b) to be moved to the ~~Owner Trustee of any change in the account number or location~~ trust department of the ~~Collection Account~~Trustee. On Earnings on the ~~Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise~~ investment of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest funds in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Certificate Account shall be ~~held in trust for~~ paid to the ~~benefit of the Noteholders. The Note Payment Account~~ Servicer on each Distribution Date as servicing compensation, and any losses and investment expenses shall be ~~under~~ charged against the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount funds on deposit in the Collection Account ~~and~~ or the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Certificate Account, as the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenturecase may be.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nissan Auto Receivables Corp Ii)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name "____________________ as Indenture Trustee, as secured party from USAA Auto Owner Trust _______", initially at the corporate trust department of ~~the Indenture Trustee at an Eligible Institution (~~______________________, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number ___________ and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of _________, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause an Eligible Deposit Account to be established and ~~maintain~~ maintained, in the name "_______________________ as Owner Trustee", initially at the corporate trust department of ~~the Indenture Trustee at an Eligible Institution (~~_______________________, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of _______________________, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent~~) cause the~~ ). The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Federal Savings Bank)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party for Ford Credit Auto Owner Trust 2000-F", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-70927 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Monthly Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Monthly Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.7(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least P-1 by Moody's, at least A-1 by Standard & Poor's and at least F-1 by Fitc▇ ▇▇▇ (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.7(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture ~~Trustee, a settlement account which will~~ Trustee shall not be ~~used~~ deemed to ~~facilitate the wire transfer~~ have knowledge of any event or circumstance under clause (iii) of the ~~offering proceeds~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from the Noteholders of Notes evidencing not less than 25% of the Note Balance of the Notes on Outstanding or from the ~~Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Servicer. Such settlement account will be closed by~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Indenture Trustee not later than thirty (30) days following the Closing Date~~Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of such event or circumstance. (f) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall ~~have~~ initially be the ~~power~~corporate trust department of The Chase Manhattan Bank), ~~revocable~~ which subaccount shall be designated as the "Accumulation Account". The Accumulation Account shall be held in trust for the benefit of the Noteholders. The Accumulation Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Accumulation Account in accordance with the Basic Documents. All monies deposited from time to time in the Accumulation Account shall be held by the Indenture Trustee or as part of the Trust Property and all deposits to and withdrawals from the Accumulation Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Accumulation Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the ~~Trust~~ Servicer, by the bank or trust company then maintaining the Accumulation Account in Permitted Investments that mature not later than the Business Day immediately prior to the Monthly Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income on funds on deposit in the Accumulation Account shall be withdrawn and deposited in the Collection Account for distribution on each Monthly Distribution Date in accordance with Section 4.7(c). In the event that the Accumulation Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the ~~consent~~ Indenture Trustee's or Owner Trustee's assistance as necessary, cause the Accumulation Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (g) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "VPTN Proceeds Account". The VPTN Proceeds Account shall be held in trust for the benefit of the holders of the Subclass of Class A Notes to be paid on its Targeted Scheduled Distribution Date or on any Monthly Distribution Date thereafter from the proceeds of issuance of VPTNs deposited to such account from time to time. The VPTN Proceeds Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the VPTN Proceeds Account in accordance with the Basic Documents. All monies deposited from time to time in the VPTN Proceeds Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the VPTN Proceeds Account shall be made only upon the terms and conditions of the Basic Documents. (h) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Class A Quarterly Interest Funding Account". The Class A Quarterly Interest Funding Account shall be held in trust for the benefit of the holders of the Class A Notes and the Swap Counterparties for the Quarterly Pay Floating Rate Class A Note Interest Rate Swaps. The Class A Quarterly Interest Funding Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Indenture Trustee may make deposits to and withdrawals from the Class A Quarterly Interest Funding Account in accordance with the Indenture and the other Basic Documents. All monies deposited from time to time in the Class A Quarterly Interest Funding Account shall be held by the Indenture Trustee as part of the Trust Property and all deposits to and withdrawals from the Class A Quarterly Interest Funding Account shall be made only upon the terms and conditions of the Basic Documents. All amounts held in the Class A Quarterly Interest Funding Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Class A Quarterly Interest Funding Account in Permitted Investments that mature not later than the Business Day immediately prior to the following Monthly Distribution Date and such Permitted Investments shall be held to maturity. On each Quarterly Payment Date, the excess of all amounts on deposit in the Class A Quarterly Interest Funding Account over the Accrued Class A Quarterly Pay Interest (after giving effect to all deposits to such account on such Quarterly Payment Date, including the deposit of any Net Swap Receipts, to, and the withdrawal of any Net Swap Payments from, such account, in each case with respect to the Quarterly Pay Floating Rate Class A Note Interest Rate Swaps) shall be withdrawn and deposited in the Collection Account for distribution on such Quarterly Payment Date in accordance with Section 4.7(c). In the event that the Class A Quarterly Interest Funding Account is no longer to be maintained at the ~~written direction~~ corporate trust department of The Chase Manhattan Bank, the ~~Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class~~Servicer shall, ~~to instruct~~ with the Indenture ~~Trustee~~ Trustee's or Owner Trustee's assistance as necessary, cause the Class A Quarterly Interest Funding Account to ~~make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer~~ be moved to a Qualified Institution or ~~the Owner Trustee~~ a Qualified Trust Institution within ten (10) Business Days (or such longer period not to ~~carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee~~ exceed thirty (30) calendar days as to ~~carry out its duties under the Indenture~~which each Rating Agency may consent).

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ Accounts in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust AgreementCertificateholders. ~~Following payment in full of the principal of and interest on the Notes, the Collection~~ Each Account shall be a segregated trust account initially established with the Trustee and maintained in (i) with the ~~name~~ Trustee so long as the deposits of the ~~Issuer at an Eligible Institution and~~ Trustee have the Required Deposit Rating, or (ii) 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 Certificateholders~~. All monies deposited from time to time~~ , located in the ~~Collection Account pursuant to this Agreement shall be held by~~ corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the ~~Indenture Trustee as part~~ Trustee) organized under the laws of the ~~Trust Estate and shall be applied~~ United States or any State and, if required by any Rating Agency, having the Required Long Term Debt Rating. (b) For so long as ~~provided in this Agreement. All deposits to and withdrawals from~~ the ~~Collection Account shall be made only upon~~ bank or trust company then maintaining the ~~terms and conditions of~~ Accounts has the ~~Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2~~Required Deposit Rating, all amounts held in the ~~Collection Account~~ Accounts shall, to the extent permitted by applicable ~~law~~laws, rules and regulations, be invested, as directed ~~in writing~~ by the Servicer, ~~by the bank or trust company then maintaining the Collection Account~~ in Permitted ~~Investments~~ Investments. In the event that ~~mature not later than~~ the ~~Business Day preceding the Distribution Date following the Collection Period during which such investment is made. Each~~ short-term unsecured debt obligations of the ~~Permitted Investments may be purchased by the Indenture~~ Trustee ~~or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held to maturity. If the Collection Account is~~ no longer ~~maintained at an Eligible Institution~~have the Required Deposit Rating, then the Servicer shall, with the ~~Indenture~~ Trustee’s 's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the ~~Collection~~ Certificate Account and, so long as the Funding Period has not ended, the Pre-Funding Account, to be moved within 15 days of such occurrence (i) to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a bank or ~~location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right)~~trust company, the ~~Indenture Trustee will take all necessary~~ short-term unsecured debt obligations of which shall have the Required Deposit Rating, or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (~~including any investments and investment income~~ii) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a non-interest bearing segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, bearing a designation clearly indicating that the ~~Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies~~ funds deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be therein are held in trust for the benefit of the 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 laws of the United States or any State and, if required by any Rating Agency, having the Required Long Term Debt Rating. ~~The Certificate Payment~~ Earnings on investment of funds in the Pre-Funding Account shall be ~~under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to~~ deposited into the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to ~~this Agreement~~ Section 14.07(a)(i) and ~~the Indenture~~ losses and investment expenses shall be ~~held by~~ charged against the ~~Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts~~ funds on deposit in the Pre-Funding Account. Earnings on investment of funds in the Certificate ~~Payment~~ Account shall ~~not~~ be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due paid to the ~~Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the~~ Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Standard Terms and Conditions of Agreement (Fleetwood Credit Receivables Corp)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "JPMorgan Chase Bank as Indenture ~~Trustee~~ Trustee, as secured party for Ford Credit Auto Owner Trust 2002-A", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of JPMorgan Chase Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number [ ] and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution~~ UCC) and ~~held in trust for~~ instructions originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of JPMorgan Chase Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "JPMorgan Chase Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of JPMorgan Chase Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of JPMorgan Chase Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account.~~ a Qualified Trust Institution within ten (d10) ~~If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals~~ Business Days (or ~~exceeds the sum of~~ such longer period not to exceed thirty (i30) ~~the Note Balance~~ calendar days as ~~of the day preceding such Distribution Date, (ii) the Total Note Interest for~~ to which each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in fullRating Agency may consent). (e) ~~On or before~~ Notwithstanding the ~~Closing Date~~provisions of clause (d) above and of Section 4.6(a)(ii), for so long as (i) Ford Credit is the Servicer, (ii) the rating of Ford Credit's short-term unsecured debt is at least "P-1" by Moody's, is at least "A-1" by Standard & Poor's and is at lea▇▇ "▇-▇" by Fitch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the Payahead Account but instead may be remitted to and held by the Servicer. So long as each Monthly Remittance Condition is satisfied, the Servicer shall ~~cause~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the Servicer as aforesaid but shall be required to remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied or any other remittance schedule with or without credit support through a servicer letter of credit, posting of collateral or any other means), if the Servicer provides to the Owner Trustee and the Indenture Trustee ~~to establish and maintain,~~ written confirmation from each Rating Agency that such alternative remittance schedule will not result in the ~~name~~ downgrading or withdrawal by such Rating Agency of the ~~Indenture Trustee, a settlement account which will be used~~ ratings then assigned to ~~facilitate the wire transfer of the offering proceeds of~~ the Notes on and the ~~Closing Date~~Certificates. The Owner Trustee and the Indenture Trustee shall ~~deposit and distribute amounts in such settlement account on~~ not be deemed to have knowledge of any event or ~~before the Closing Date in accordance with the written direction by or on behalf~~ circumstance under clause (iii) of the ~~Servicer. Such settlement account will be closed by~~ first sentence of this Section 4.1(e) that would require remittance of the Payaheads to the Payahead Account unless the Owner Trustee or the Indenture Trustee ~~not later than thirty (30) days following~~ has received notice of such event or circumstance from the ~~Closing Date. (f) The~~ Seller or the Servicer ~~shall have~~ in an Officer's Certificate or from the ~~power, revocable by the Indenture Trustee or by the Trust with the consent~~ Noteholders of ~~the Indenture Trustee, in each case at the written direction of the Holders of the~~ Notes evidencing not less than 5125% of the Note Balance of the ~~Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments~~ Notes Outstanding or from the ~~Collection Account,~~ Certificateholders of Certificates evidencing not less than 25% of the ~~Note Payment Account,~~ Aggregate Certificate Balance or unless a Trustee Officer in the ~~Reserve Account~~ Corporate Trust Office with knowledge hereof and ~~the Certificate Payment Account for the purpose~~ familiarity herewith has actual knowledge of ~~permitting the Servicer~~ such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name "JPMorgan Chase Bank, as Indenture Trustee, as secured party from USAA Auto Owner Trust 2003-1", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the ~~Note Payment~~ location and account number of such account to the Indenture Trustee. (b) The Servicer shall, prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause an Eligible Deposit Account to be established and ~~maintain~~ maintained, in the name "USAA Auto Owner Trust 2003-1 Certificate Distribution Account", initially at the corporate trust department of the ~~Indenture Trustee at an Eligible Institution (~~Owner Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Owner Trustee, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) ~~cause~~ and give written notice of the location and account number of such account to the Owner Trustee. The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Usaa Auto Owner Trust 2003-1)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two LLC)

Accounts. (a) The Master Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~prior to the payment in full of the principal of and interest on the Notes, maintain~~ maintained an Eligible Deposit Account in the name “U.S. Bank National Association, on behalf of Citibank, N.A. as Indenture Trustee and as secured party with respect to ▇▇▇▇▇▇▇ Auto Trust Securitization 2008-1”, initially at the corporate trust department of the ~~Indenture Trustee at an Eligible Institution (~~Securities Administrator, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as ~~the Collection Account (~~the “Collection Account”). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Master Servicer and/or relevant Depository Institution may make deposits to to, and ~~direct~~ the Indenture Trustee ~~in writing to~~ and the Securities Administrator may (following written instruction of the Master Servicer) make withdrawals ~~from~~ from, the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of and interest on the Notes~~Basic Documents. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Securities Administrator on behalf of the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If As more fully described in the Receivables Servicing Agreement, the Receivables Servicer ~~is required to remit~~ shall deposit collections on ~~a daily basis pursuant to~~ the ~~first sentence~~ Receivables into the Collection Account within two Business Days of ~~Section 4.2, all~~ the receipt of payment thereof and related payment information regarding allocation of such payment. (b) All amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the ~~Servicer~~Administrator, by the ~~bank~~ depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All reinvestment income on amounts deposited in the Collection Account shall be paid to the Administrator in accordance with Section 4 of the Administration Agreement. Neither the Indenture Trustee nor the Securities Administrator shall be liable for investment losses in Permitted Investments made in accordance with directions from the Master Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Securities Administrator, the Master Servicer shall, with the Indenture Trustee’s or Issuer’s assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten Business Days (~~10) calendar days~~ or such longer period not to exceed ~~thirty (30)~~ 30 calendar days as to which each Rating Agency may consent). The Master Servicer shall ~~consent) cause~~ not be required to invest amounts representing Available Collections for a Payment Date that are deposited into the Collection Account on or after the Business Day immediately preceding the related Payment Date. (c) The Master Servicer shall, prior to ~~be moved to~~ the Closing Date, establish and maintain an ~~Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of~~ administrative subaccount within the Collection Account, which subaccount shall be designated as the “Principal Distribution Account”. ~~On the~~ The Principal Distribution ~~Date on which the Notes have been paid in full~~ Account is established and maintained solely for administrative purposes. (~~other than in connection with the Servicer’s exercise of its optional purchase right)~~d) The Master Servicer shall, ~~the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense~~ prior to the ~~Indenture Trustee~~Closing Date, ~~the Grantor Trust Trustee or the Owner Trustee~~cause an Eligible Deposit Account to be established and maintained, ~~to transfer all of its right, title and interest~~ in the ~~Collection Account (including any investments and investment income) to~~ name “▇▇▇▇▇▇▇ Auto Trust Securitization 2008-1 Certificate Distribution Account”, initially at the ~~Paying Agent for the benefit~~ corporate trust department of the ~~Certificateholders~~Securities Administrator, which shall be designated as the “Certificate Distribution Account”. ~~Following such transfer, the Collection~~ The Certificate Distribution Account ~~will~~ shall be ~~maintained~~ under the sole dominion and control of the ~~Paying Agent for~~ Owner Trustee. All monies deposited from time to time in the ~~benefit~~ Certificate Distribution Account pursuant to this Agreement and the Indenture shall be held by the Owner Trustee as part of the ~~Certificateholders~~ Trust Property and shall be applied as provided in the ~~Paying Agent will make distributions from~~ Basic Documents. In the ~~Collection Account~~event that the Certificate Distribution Account is no longer to be maintained at the corporate trust department of the Securities Administrator, the Master Servicer shall cause an Eligible Deposit Account to be established as the Certificate Distribution Account within ten Business Days (or such longer period not to exceed 30 calendar days as to which each Rating Agency may consent) and shall give written notice of the location and account number of such account to the Owner Trustee. (b1) ~~The~~ In order to assure that certain amounts will be available to make required payments to Noteholders, the Master Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, cause to be established and ~~maintain~~ maintained an Eligible Deposit Account in the name “U.S. Bank National Association, on behalf of Citibank, N.A. as Indenture Trustee and as secured party with respect to ▇▇▇▇▇▇▇ Auto Trust Securitization 2008-1”, initially at the corporate trust department of the Securities Administrator, which shall be designated as the “Reserve Account”, which will include the money and other property deposited and held therein pursuant to Section 8.2(ix) of the Indenture ~~Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”~~and this Section 4.1(e). The ~~Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment~~ Reserve Account shall be under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Master Servicer and/or relevant Depository Institution may make deposits to to, and ~~direct~~ the Indenture Trustee ~~in writing to~~ and the Securities Administrator may (following written instructions of the Master Servicer) make withdrawals from the ~~Note Payment~~ Reserve Account in accordance with ~~this Agreement~~ the terms of the Basic Documents. On or prior to the Closing Date, the Issuer shall deposit an amount equal to the Reserve Account Initial Deposit into the Reserve Account. As, and to the extent, set forth in Section 8.2(ix) of the Indenture, the Securities Administrator will deposit Available Collections into the Reserve Account on each Payment Date, until the amount on deposit therein equals the Specified Reserve Account Balance. ~~All monies deposited from time~~ On each Payment Date, to ~~time~~ the extent that amounts in the ~~Note Payment~~ Collection Account ~~pursuant~~ are insufficient to ~~this Agreement~~ fully fund the payments and distributions described in clauses (i) through (viii) of Section 8.2 of the Indenture, the Securities Administrator, on behalf of the Indenture ~~shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The~~ Trustee, will withdraw amounts then on deposit in the ~~Note~~ Reserve Account, up to the amounts of any such deficiencies, and deposit such amounts into the Collection Account for application pursuant to such clauses. On each Payment Date, any amounts remaining on deposit in the Reserve Account ~~shall not~~ after payment of all distributions pursuant to Section 8.2 that are in excess of the Specified Reserve Account Balance will be ~~invested~~released to the Securities Administrator for deposit into the Certificate Distribution Account. If the ~~Note~~ principal amount of a Class of Notes is not paid in full on the related Final Scheduled Payment Date (including such date as may result from the acceleration of the maturity of the Notes after an Event of Default), the Securities Administrator, on behalf of the Indenture Trustee, shall withdraw amounts from the Reserve Account (to the extent available after paying the amounts specified in Section 5.4(b), 8.2(c) or 8.2(d) of the Indenture, as applicable, with a higher payment priority) to pay that Class of Notes in full. Upon the payment in full of the Notes under the Indenture, the Indenture Trustee will release to the Securities Administrator any amounts remaining on deposit in the Reserve Account for payment to the Certificateholders. Upon any such distribution, the Issuer, the Indenture Trustee and the Noteholders will have no further rights in, or claims to, such amounts. (2) All amounts held in the Reserve Account shall to the extent permitted by applicable law, rules and regulations, be invested by the Securities Administrator, on behalf of the Indenture Trustee, as directed in writing by the Master Servicer, by the Depository Institution or trust company then maintaining the Reserve Account in specified Permitted Investments that mature not later than the Business Day immediately prior to the Payment Date (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All reinvestment income on amounts deposited in the Reserve Account shall be retained therein for distribution in accordance with clause (e)(1) above. Neither the Indenture Trustee nor the Securities Administrator shall be liable for investment losses in Permitted Investments made in accordance with directions from the Master Servicer absent negligence or willful misfeasance. (3) If for any reason the Reserve Account is no longer ~~maintained at~~ an Eligible ~~Institution~~Deposit Account, the ~~Servicer shall~~Securities Administrator, ~~with~~ on behalf of the Indenture Trustee~~’s assistance as necessary~~, shall promptly ~~(and in any case~~ cause the Reserve Account to be moved to another institution or otherwise changed so that the Reserve Account becomes an Eligible Deposit Account within ten Business Days (~~10) calendar days~~ or such longer period not to exceed ~~thirty (30)~~ 30 calendar days as to which each Rating Agency may consent) ~~cause~~ and shall give written notice of the ~~Note Payment Account~~ location and account number of such account to ~~be moved to an Eligible Institution. The Servicer shall promptly notify~~ the Indenture Trustee. (4) Neither the Issuer nor the Indenture Trustee ~~and the Owner Trustee of~~ shall enter into any ~~change in the account number~~ subordination or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance intercreditor agreement with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made respect to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)Account. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Merrill Auto Trust Securitization 2008-1)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer shall ~~establish, on or before~~ establish the ~~Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ Accounts in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the ~~Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee~~ Certificateholders. Except as otherwise provided in ~~writing to make withdrawals from the Collection Account in accordance with~~ this Agreement, ~~the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection~~ each Account shall be an account 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 Account is a segregated trust account located in the ~~name~~ corporate trust department of the ~~Issuer at an Eligible Institution and~~ Trustee bearing a designation clearly indicating that the funds deposited therein (other than interest or investment earnings thereon) are held in trust for the benefit of the Certificateholders~~. All monies deposited~~ , and the Trustee has a long-term deposit rating from ~~time to time~~ Moody's (so long as Mood▇'▇ ▇▇ a Rating Agency) of at least Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and is organized under the ~~Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part~~ laws of the ~~Trust Estate and shall be applied~~ United States or any state thereof, the District of Columbia or the Commonwealth of Puerto Rico. Except as otherwise provided in this Agreement~~. All deposits to and withdrawals from~~ , in the ~~Collection Account shall be made only upon~~ event that the ~~terms and conditions~~ Trustee no longer meets either of the ~~Transaction Documents. If~~ foregoing requirements, then the Servicer ~~is required~~ shall, with the Trustee's assistance as necessary, cause the Accounts to ~~remit collections on~~ be moved to a ~~daily basis pursuant to~~ bank or trust company that satisfies either of such requirements. (b) For so long as the ~~first sentence~~ depository institution or trust company then maintaining the Accounts meets the requirements of Section ~~4.2~~4.01(a)(i) or (a)(ii), all amounts held in the ~~Collection Account~~ Accounts shall, to the extent permitted by applicable ~~law~~laws, rules and regulations, be invested, as directed in writing by the Servicer, by in Eligible Investments; otherwise such amounts shall be maintained in cash. Such Investments shall not be sold or disposed of prior to their maturity. Earnings on investment of funds in the ~~bank or trust company then maintaining~~ Accounts (net of losses and investment expenses) shall be paid to the ~~Collection Account~~ Servicer and any losses and investment expenses shall be charged against the funds on deposit in ~~Permitted Investments that mature not later than~~ the ~~Business Day preceding~~ related Account. (c) For so long as Bankers Trust Company is the ~~Distribution Date following~~ Trustee, the ~~Collection Period during which such investment is made. Each~~ Accounts shall be maintained with the Trustee as described in clause (ii) of the ~~Permitted Investments may be purchased by~~ second sentence of Section 4.01(a). In the ~~Indenture Trustee or through an Affiliate~~ event that (i) the long-term debt rating of the ~~Indenture Trustee. All such Permitted Investments~~ Trustee does not satisfy clause (ii) of the second sentence of Section 4.01(a) and clause (B) of the second sentence of Section 4.07(a)(i) or (ii) Moody's informs the parties hereto that the first sentence of this Section shall ~~be held to maturity. If the Collection Account is~~ no longer ~~maintained at an Eligible Institution~~be operative, the Servicer shall, with the ~~Indenture Trustee’s~~ assistance of the Trustee as necessary, ~~promptly~~ cause (~~and in any case within ten (10~~1) ~~calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause~~ the Collection Account and the Payahead Account to be moved to an ~~Eligible Institution. The Servicer shall promptly notify~~ institution or an account otherwise satisfying the ~~Indenture Trustee~~ requirements of Section 4.01(a) and (2) the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account Reserve Fund to be moved to an ~~Eligible Institution. The Servicer shall promptly notify~~ institution or accounts otherwise satisfying the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes requirements of Section ~~2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full~~4.07(a)(i). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Toyota Motor Credit Receivables Corp)

Accounts. (a) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain a segregated trust account in the name ~~of the~~ "The Chase Manhattan Bank as Indenture ~~Trustee~~ Trustee, as secured party from Ford Credit Auto Owner Trust 1999-D", at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Chase Manhattan Bank), which shall be designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes~~Initially, the Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ account number C-70780 and shall include any successor or replacement accounts thereto. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided~~, however~~, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at a Qualified Institution or Qualified Trust Institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Owner Trustee and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. If the Servicer is required to remit collections ~~on a daily basis~~ pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the Distribution Date ~~following~~ for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If All interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account shall be withdrawn from the Collection Account at the written direction of the Servicer and shall be paid to the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee’s 's or Owner Trustee's assistance as necessary, ~~promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent)~~ cause the Collection Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor a Qualified Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (b) ~~cause~~ The Servicer shall, prior to the ~~Note Payment~~ Closing Date, establish and maintain an administrative subaccount within the Collection Account to at the bank or trust company then maintaining the Collection Account, which subaccount shall be ~~moved to an Eligible Institution~~designated as the "Principal Distribution Account". The ~~Servicer shall promptly notify the Indenture Trustee~~ Principal Distribution Account is established and ~~the Owner Trustee of any change in the account number or location of the Note Payment Account~~maintained solely for administrative purposes. (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain two segregated trust accounts, each in the name "The Bank of ~~the Indenture Trustee~~ New York as Owner Trustee" at ~~an Eligible~~ a Qualified Institution or Qualified Trust Institution (which shall initially be the ~~Indenture Trustee) a segregated~~ corporate trust ~~account~~ department of The Bank of New York), which shall be designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Interest Distribution Account~~” (~~" and the “"Certificate ~~Payment~~ Principal Distribution Account”)", respectively. ~~The~~ Each Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in ~~the~~ each Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that either Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution,~~ the corporate trust department of The Bank of New York the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, ~~promptly (and in any case~~ cause such Certificate Distribution Account to be moved to a Qualified Institution or a Qualified Trust Institution within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). Each Certificate Distribution Account will be established and maintained pursuant to an account agreement which specifies New York law as the governing law. (d) The Servicer shall, prior to the Closing Date, establish and maintain a segregated trust account in the name of "The Chase Manhattan Bank as Indenture Trustee" at a Qualified Institution or Qualified Trust Institution (which shall initially be the corporate trust department of The Chase Manhattan Bank), which shall be designated as the "Payahead Account". The Payahead Account shall be held in trust for the benefit of the Obligors. The Payahead Account shall be under the sole dominion and control of the Indenture Trustee; provided that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Payahead Account in accordance with the Basic Documents. The Payahead Account shall not be a part of the Trust Property. All deposits to and withdrawals from the Payahead Account shall be made only upon the terms and conditions of the Basic Documents. If the Servicer is required to remit collections pursuant to the first sentence of Section 4.2, all amounts held in the Payahead Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Payahead Account in Permitted Investments that mature not later than the Business Day immediately prior to the Distribution Date for the Collection Period to which such amounts relate and such Permitted Investments shall be held to maturity. All interest and other income (net of losses and investment expenses) on funds on deposit in the Payahead Account shall be withdrawn from the Payahead Account at the direction of the Servicer and shall be paid to the Servicer. In the event that the Payahead Account is no longer to be maintained at the corporate trust department of The Chase Manhattan Bank, the Servicer shall, with the Indenture Trustee's or Owner Trustee's assistance as necessary, cause the ~~Certificate Payment~~ Payahead Account to be moved to ~~an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number~~ a Qualified Institution or ~~location of the Certificate Payment Account~~a Qualified Trust Institution within ten (10) Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent). (e) Notwithstanding the provisions of clause (d) Ifabove and of Section 4.6(a)(ii), ~~on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of~~ for so long as (i) Ford Credit is the ~~Note Balance as of the day preceding such Distribution Date~~Servicer, (ii) the ~~Total Note Interest for each Class~~ rating of ~~Notes for such Distribution Date~~Ford Credit's short-term unsecured debt is at least P-1 by Mood▇'▇, ▇▇ at least A-1 by Standard & Poor's and is at least F-1 by Fitch and (iii) no Event of Servicing Termination shall have occurred (each, a "Monthly Remittance Condition"), Payaheads need not be remitted to and deposited in the ~~Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances~~ Payahead Account but instead may be remitted to and ~~any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid~~ held by the Servicer. So long as each Monthly Remittance Condition is satisfied, ~~then~~ the Servicer shall ~~instruct~~ not be required to segregate or otherwise hold separate any Payaheads remitted to the ~~Indenture Trustee~~ Servicer as aforesaid but shall be required to ~~(A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account~~ remit Payaheads to the Collection Account in accordance with Section 4.6(a)(i). At any time that any Monthly Remittance Condition is not satisfied, the Servicer shall deposit in the Payahead Account the amount of any Payaheads then held or received by it (which amount shall be at least equal to the Payahead Balance as of the close of business on the last day of the immediately preceding Collection Period). Notwithstanding the foregoing, if a Monthly Remittance Condition is not satisfied the Servicer may utilize, with respect to Payaheads, an alternative remittance schedule (which may include the remittance schedule utilized by the Servicer before the Monthly Remittance Condition became unsatisfied), if the Servicer provides to the Owner Trustee and the Indenture Trustee written confirmation from each Rating Agency that such alternative remittance schedule will not result in the downgrading or withdrawal by such Rating Agency of the ratings then assigned to the Notes and the Certificates. The Owner Trustee and the Indenture Trustee shall not be deemed to have knowledge of any event or circumstance under clause (~~B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a~~iii) of the ~~Indenture on such Distribution Date (except~~ first sentence of this Section 4.1(e) that ~~(i) no distribution will be made~~ would require remittance of the Payaheads to the ~~Reserve~~ Payahead Account ~~pursuant to Section 2.8(a)(xiii)~~ unless the Owner Trustee or the Indenture Trustee has received notice of such event or circumstance from the ~~Indenture, and (ii) for purposes~~ Seller or the Servicer in an Officer's Certificate or from the Noteholders of ~~Section 2.8(a)(xiv)~~ Notes evidencing not less than 25% of ~~the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay~~ the principal amount of the Notes ~~in full). (e) On~~ Outstanding or ~~before~~ from the ~~Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name~~ Certificateholders of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes Certificates evidencing not less than 5125% of the ~~Note~~ Aggregate Certificate Balance or unless a Trustee Officer in the Corporate Trust Office with knowledge hereof and familiarity herewith has actual knowledge of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer such event or ~~the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture~~circumstance.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The ~~Servicer~~ Trustee shall ~~establish, on or before~~ establish the ~~Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ Collection Account in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior to the payment in full of the principal of and interest on the Notes, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture Noteholders and the ~~Trust Agreement~~Note Insurer. ~~Following payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~maintained~~ an Eligible Account and initially shall be a segregated trust account established with the Trustee. (b) The Trustee shall establish the Spread Account in the name of the ~~Issuer at an Eligible Institution and held in trust~~ Trustee for the benefit of the ~~Certificateholders~~Noteholders and the Note Insurer. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection The Spread Account shall be ~~made only upon~~ an Eligible Account and initially shall be a segregated trust account established with the ~~terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all~~ Trustee. (c) All amounts held in the Collection Account and the Spread Account shall, to the extent permitted by applicable ~~law~~laws, rules and regulations, be ~~invested~~invested by the Trustee, as directed ~~in writing~~ by the Servicer, ~~by the bank or trust company then maintaining the Collection Account~~ in ~~Permitted~~ Eligible Investments that mature not later than ~~the~~ one Business Day ~~preceding~~ prior to the ~~Distribution~~ Payment Date ~~following~~ for the Collection Period ~~during~~ to which such amounts relate. Any such written direction shall certify that any such investment is ~~made~~authorized by this Section 4.1. ~~Each~~ Upon receipt of such written direction or upon an investment pursuant to clause (v) of the ~~Permitted~~ definition of Eligible Investments ~~may be purchased by~~ due to the ~~Indenture Trustee or through an Affiliate~~ failure of the ~~Indenture Trustee. All~~ Servicer to provide such ~~Permitted Investments shall be held to maturity. If the Collection Account is no longer maintained at an Eligible Institution~~written direction, the ~~Servicer shall~~Trustee shall confirm the credit rating or, ~~with the Indenture Trustee’s assistance as necessary~~if more than one credit rating has been assigned, ~~promptly (and~~ each such credit rating of each institution in ~~any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to~~ which ~~each Rating Agency shall consent) cause the Collection Account to be moved to an~~ funds are invested. Investments in Eligible ~~Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change~~ Investments in the ~~account number or location~~ case of the Collection Account~~. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right)~~, the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will shall be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the ~~Indenture~~ Trustee ~~at an Eligible Institution (which shall initially be~~ on behalf of the ~~Indenture Trustee) a segregated trust account designated as~~ Noteholders and the Note ~~Payment Account (~~Insurer, and in the ~~“Note Payment~~ case of the Spread Account~~”). The Note Payment Account~~ , shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain made in the name of the ~~Indenture~~ Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate Payment Account shall be held in trust for the benefit on behalf of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement Noteholders and the ~~Indenture~~ Note Insurer, and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account such investments shall not be ~~invested~~sold or disposed of prior to their maturity. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee Any investment of ~~any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit~~ funds in the Collection Account and the ~~Reserve~~ Spread Account ~~equals~~ shall be made in Eligible Investments held by a financial institution with respect to which (a) such institution has noted the Trustee's interest therein by book entry or ~~exceeds~~ otherwise and (b) a confirmation of the ~~sum of~~ Trustee's interest has been sent to the Trustee by such institution, provided that such Eligible Investments are (i) ~~the Note Balance~~ specific certificated securities (as ~~of the day preceding~~ such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit term is used in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the IndentureIllinois UCC), and (ii) ~~for purposes~~ either (A) in the possession of ~~Section 2.8(a)(xiv)~~ such 1. All interest, dividends, gains upon sale and other income from, or earnings on, investments of funds in the ~~Indenture,~~ Collection Account and the ~~“Regular Principal Distributable Amount” for such Distribution Date~~ Spread Account shall be ~~equal~~ distributed as and to the ~~amount necessary to pay the principal amount of the Notes~~ extent provided in ~~full)~~Section 4.5. (ed) On ~~or before~~ the Closing ~~Date~~Date prior to the issuance of the Notes, the Servicer shall ~~cause the Indenture Trustee to establish and maintain,~~ deposit in the ~~name~~ Collection Account (i) all Scheduled Payments and prepayments of Receivables received by the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account Servicer on or ~~before~~ after the Cutoff Date and prior to the Closing Date and (ii) all Liquidation Proceeds and proceeds of Insurance Policies realized in ~~accordance with the written direction by or on behalf~~ respect of ~~the Servicer. Such settlement account will be closed~~ Financed Vehicles and applied by the ~~Indenture Trustee not later than thirty (30) days following~~ Servicer on or after the ~~Closing~~ Cutoff Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Reliance Acceptance Group Inc)

Accounts. (a) ~~The Servicer~~ Prior to the Closing Date there shall ~~establish~~have been established (i) a [ ] Deposit Account, pursuant to which [the receivables servicer] shall deposit collections on the [ ] Receivables, as more specifically described in the [ ] Servicing Agreement, (ii) a [ ] Deposit Account, pursuant to which [ ] shall deposit collections on the [ ] Receivables, as more specifically described in the [ ] Servicing Agreement and (iii) a [ ] Deposit Account, pursuant to which [ ] shall deposit collections on the [ ] Receivables, as more specifically described in the [ ] Servicing Agreement. Each of the forgoing deposit accounts were established and shall initially be maintained with the Depository Institution. Pursuant to the Data Administration Agreement, on or ~~before the Closing~~ prior to each Payment Date, ~~and prior~~ the Data Administrator shall instruct the Depository Institution to withdraw from each such deposit account for deposit into the Collection Account the Available Collections for the related Collection Period. All monies owned by the Trust deposited from time to time in the foregoing deposit accounts shall be held by the Depository Institution for the benefit of the Noteholders and, after payment in full of the ~~principal of and interest on the~~ Notes, ~~maintain~~ as agent of the Issuer and as part of the Trust Property; provided, however, that all monies owned by third parties deposited from time to time in the foregoing deposit accounts shall not be so held and shall not be available for deposit into the Collection Account and shall not be available to make payments in respect of the Notes or the Certificates. (b) The Servicer shall, prior to the Closing Date, cause to be established and maintained an Eligible Deposit Account in the name "[ ]", as Indenture Trustee, as secured party from Whole Auto Loan Trust [ ]", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~Collection Account (the “~~"Collection Account”)". ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be ~~held in trust for the benefit of the Noteholders,~~ under the sole dominion and control of the Indenture Trustee; provided, ~~however,~~ that the Servicer and/or Depository Institution may make deposits to to, and ~~direct~~ the Indenture Trustee ~~in writing to~~ may (following written instruction of the Data Administrator or the Servicer) make withdrawals ~~from~~ from, the Collection Account in accordance with ~~this Agreement,~~ the ~~Indenture and the Trust Agreement. Following payment in full~~ terms of the ~~principal of~~ Basic Documents. The Collection Account will be established and ~~interest on~~ maintained pursuant to an account agreement which specifies New York law as the ~~Notes~~governing law. In addition, the Collection Account shall be established and maintained at an institution which agrees in writing that for so long as the ~~name~~ Notes are outstanding it will comply with entitlement orders (as defined in Article 8 of the ~~Issuer at an Eligible Institution and held in trust for~~ UCC) originated by the ~~benefit~~ Indenture Trustee without further consent of the ~~Certificateholders~~Issuer. All monies deposited from time to time in the Collection Account ~~pursuant to this Agreement~~ shall be held by the Indenture Trustee as secured party for the benefit of the Noteholders and, after payment in full of the Notes, as agent of the Issuer and as part of the Trust ~~Estate and shall be applied as provided in this Agreement~~Property. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the ~~Transaction~~ Basic Documents. ~~If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all~~ All amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the ~~bank~~ depository institution or trust company then maintaining the Collection Account in specified Permitted Investments that mature not later than the Business Day ~~preceding~~ immediately prior to the ~~Distribution~~ Payment Date ~~following~~ (or if the Rating Agency Condition is satisfied, not later than such Payment Date) for the Collection Period ~~during~~ to which such ~~investment is made. Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All~~ amounts relate and such Permitted Investments shall be held to maturity. If The Indenture Trustee shall not be liable for investment losses in Permitted Investments made in accordance with directions from the Servicer. In the event that the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's or Issuer's assistance as necessary, ~~promptly (and in any case~~ cause an Eligible Deposit Account to be established as the Collection Account within ten (10) ~~calendar days or such longer period not to exceed thirty~~ Business Days (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account). (c) The Servicer ~~shall establish~~shall, ~~on or before~~ prior to the Closing Date, establish and maintain an administrative subaccount within the Collection Account, which subaccount shall be designated as the "Principal Distribution Account". The Principal Distribution Account is established and maintained solely for administrative purposes. (d) The Servicer shall, prior to the Closing Date, cause an Eligible Deposit Account to be established and maintained, in the name "Whole Auto Loan Trust [ ] Certificate Distribution Account", initially at the corporate trust department of the Indenture ~~Trustee at an Eligible Institution (~~Trustee, which shall ~~initially~~ be ~~the Indenture Trustee) a segregated trust account~~ designated as the ~~“CarMax Select Receivables Trust 2025-B Trust~~ "Certificate Distribution Account~~” (the “Certificate Payment Account”)~~". The Certificate ~~Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment~~ Distribution Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate ~~Payment~~ Distribution Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in ~~this Agreement and~~ the ~~Trust Agreement~~Basic Documents. ~~The amounts on deposit in~~ In the event that the Certificate ~~Payment Account shall not be invested. If the Certificate Payment~~ Distribution Account is no longer to be maintained at ~~an Eligible Institution~~the corporate trust department of the Indenture Trustee, the Servicer ~~shall, with~~ shall cause an Eligible Deposit Account to be established as the ~~Indenture Trustee’s assistance as necessary, promptly (and in any case~~ Certificate Distribution Account within ten (10) ~~calendar days~~ Business Days (or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent~~) cause the~~ ). The Certificate ~~Payment~~ Distribution Account to will be ~~moved~~ established and maintained pursuant to an ~~Eligible Institution. The Servicer shall promptly notify~~ account agreement which specifies New York law as the ~~Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account~~governing law. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Bear Stearns Asset Backed Funding Ii Inc)

Accounts. ~~(a)~~ Exhibit E hereto sets forth the Lock-Box and the Lock-Box Account. The ~~Servicer~~ Lock-Box shall ~~establish, on or before the Closing Date, and prior to the payment in full of the principal of and interest on the Notes, maintain~~ be a post office box in the name of the ~~Indenture~~ Trustee. Neither the Seller nor the Servicer shall have access to or any control over such Lock-Box. The Servicer may, at the Servicer's expense, cause the Trustee ~~at an Eligible Institution~~ to terminate and substitute the Lock-Box Bank for another bank, but only (~~which shall initially be~~ a) upon written notice from the ~~Indenture Trustee) a segregated trust account designated as the Collection Account (the “Collection Account”). Prior~~ Servicer to the ~~payment in full~~ Trustee and the Seller, and (b) so long as no Event of Default shall have occurred and be continuing. The Servicer shall give ten (10) days prior written notice (if practicable) to the Trustee of the ~~principal~~ name and address of ~~and interest on~~ the ~~Notes~~proposed new Lock-Box Bank, which notice shall identify the related Lock-Box Account. The Trustee shall establish the Lock-Box Account, the Collection Account shall be held in trust for the benefit of the Noteholders, under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this AgreementAccount, the ~~Indenture~~ Certificate Account and the ~~Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection~~ Pre-Funding Account ~~shall be maintained~~ in the name of the ~~Issuer at an Eligible Institution and held in trust~~ Trustee for the benefit of the Certificateholders, such accounts to be Eligible Accounts. ~~All monies deposited from time to time in~~ The Collection Account, the ~~Collection~~ Pre-Funding Account ~~pursuant to this Agreement shall be held by~~ and the ~~Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection~~ Certificate Account shall be ~~made only upon~~ segregated trust accounts initially established with the ~~terms~~ Trustee and ~~conditions~~ maintained with the Trustee so long as the Trustee has the Required Deposit Rating; provided, however, if the deposits of the ~~Transaction Documents. If~~ Trustee no longer have the Required Deposit Rating, the Servicer ~~is required~~ shall within 30 days, with the Trustee's assistance as necessary, cause such accounts to ~~remit collections on~~ be moved to a ~~daily basis pursuant~~ bank or trust company with the Required Deposit Rating (each such bank or trust company, a "Successor Bank"). Should the deposits of any Successor Bank no longer have the Required Deposit Rating, the Servicer within 30 days shall, with the Successor Bank's assistance as necessary, cause such accounts to be moved to a bank or trust company, the ~~first sentence~~ deposits of ~~Section 4.2, all~~ which shall have the Required Deposit Rating. All amounts held in the Collection Account ~~shall, to~~ and the ~~extent permitted by applicable law, rules and regulations,~~ Pre-Funding Account shall be ~~invested, as directed in writing~~ invested by the ~~Servicer, by~~ Trustee at the ~~bank or trust company then maintaining~~ written direction of the ~~Collection Account~~ Servicer in ~~Permitted~~ Eligible Investments ~~that~~ in the name of the Trustee as trustee of the Trust and shall mature ~~not~~ no later than the Business Day immediately preceding the Distribution Date ~~following~~ next succeeding the ~~Collection Period during which~~ date of such investment. Such written direction shall certify that any such investment is ~~made~~authorized by this Section. ~~Each of the Permitted Investments~~ No investment may be ~~purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee. All such Permitted Investments shall be held~~ sold prior to its maturity. If Amounts in the ~~Collection~~ Lock-Box Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “Note Payment Account”). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Certificate Account shall not be invested. If the Note Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the “CarMax Select Receivables Trust 2025-B Trust Account” (the “Certificate Payment Account”). The Certificate ~~Payment~~ Account shall be ~~held in trust for the benefit~~ a non-interest-bearing account. Earnings on investments of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the Indenture Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust Estate and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer maintained at an Eligible Institution, the Servicer shall, with the Indenture Trustee’s assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit funds in the Collection Account ~~and~~ shall be paid to the ~~Reserve~~ Servicer as additional servicing compensation pursuant to Section 4.8 hereof. Earnings on investments of funds in the Pre-Funding Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, during any ~~Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding~~ Collection Period ~~and (iv) all amounts due~~ during the Funding Period shall be credited to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Pre-Funding Account ~~on such Distribution Date from the Reserve Account~~ and transferred to the Collection Account ~~and (B) include such amounts in Available Funds for purposes of application~~ pursuant to Section ~~2.8(a~~5.6A(c) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full)hereof. (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Servicing Agreement (Asta Funding Inc)

Appears in 1 contract

Sources: Sale and Servicing Agreement (Ford Credit Auto Receivables Two L P)

Accounts. (a) The Servicer shall establish, on or before the Closing Date, and ~~prior to the payment in full of the principal of and interest on the Notes,~~ maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Collection Account (the “"Collection Account”"). ~~Prior to the payment in full of the principal of and interest on the Notes, the~~ The Collection Account shall be held in trust for the benefit of the ~~Noteholders,~~ Noteholders and the Certificateholders. The Collection Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Collection Account in accordance with this Agreement, the Indenture and the Trust Agreement. Following payment in full of the principal of and interest on the Notes, the Collection Account shall be maintained in the name of the Issuer at an Eligible Institution and held in trust for the benefit of the Certificateholders. All monies deposited from time to time in the Collection Account pursuant to this Agreement shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement. All deposits to and withdrawals from the Collection Account shall be made only upon the terms and conditions of the Transaction Documents. If the Servicer is required to remit collections on a daily basis pursuant to the first sentence of Section 4.2, all amounts held in the Collection Account shall, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the bank or trust company then maintaining the Collection Account in Permitted Investments that mature not later than the Business Day preceding the Distribution Date following the Collection Period during which such investment is made. ~~Each of the Permitted Investments may be purchased by the Indenture Trustee or through an Affiliate of the Indenture Trustee.~~ All such Permitted Investments shall be held to maturity. If the Collection Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency shall consent) cause the Collection Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Collection Account. On the Distribution Date on which the Notes have been paid in full (other than in connection with the Servicer’s exercise of its optional purchase right), the Indenture Trustee will take all necessary or appropriate actions, as directed by the Issuer and at no expense to the Indenture Trustee, the Grantor Trust Trustee or the Owner Trustee, to transfer all of its right, title and interest in the Collection Account (including any investments and investment income) to the Paying Agent for the benefit of the Certificateholders. Following such transfer, the Collection Account will be maintained under the sole dominion and control of the Paying Agent for the benefit of the Certificateholders and the Paying Agent will make distributions from the Collection Account. (b) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the Indenture Trustee at an Eligible Institution (which shall initially be the Indenture Trustee) a segregated trust account designated as the Note Payment Account (the “"Note Payment Account”"). The Note Payment Account shall be held in trust for the benefit of the Noteholders. The Note Payment Account shall be under the sole dominion and control of the Indenture Trustee; provided, however, that the Servicer may make deposits to and direct the Indenture Trustee in writing to make withdrawals from the Note Payment Account in accordance with this Agreement and the Indenture. All monies deposited from time to time in the Note Payment Account pursuant to this Agreement and the Indenture shall be held by the Indenture Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Indenture. The amounts on deposit in the Note Payment Account shall not be invested. If the Note Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Indenture Trustee, the Servicer shall, with the Indenture Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Note Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee of any change in the account number or location of the Note Payment Account. (c) The Servicer shall establish, on or before the Closing Date, and maintain in the name of the ~~Indenture~~ Owner Trustee at an Eligible Institution (which shall initially be the ~~Indenture~~ Owner Trustee) a segregated trust account designated as the “"CarMax ~~Select Receivables~~ Auto Owner Trust ~~2025~~2003-B 2 Trust Account” " (the “"Certificate Payment Account”"). The Certificate Payment Account shall be held in trust for the benefit of the Certificateholders. The Certificate Payment Account shall be under the sole dominion and control of the ~~Indenture~~ Owner Trustee; provided, however, that the Servicer may direct the Indenture Trustee in writing to make deposits to the Certificate Payment Account in accordance with this Agreement and the Indenture and may direct the ~~Indenture~~ Owner Trustee to make withdrawals from the Certificate Payment Account in accordance with this Agreement and the Trust Agreement. All monies deposited from time to time in the Certificate Payment Account pursuant to this Agreement and the Indenture shall be held by the ~~Indenture~~ Owner Trustee as part of the Trust ~~Estate~~ Property and shall be applied as provided in this Agreement and the Trust Agreement. The amounts on deposit in the Certificate Payment Account shall not be invested. If the Certificate Payment Account is no longer to be maintained at ~~an Eligible Institution~~the Owner Trustee, the Servicer shall, with the ~~Indenture~~ Owner Trustee’s 's assistance as necessary, promptly (and in any case within ten (10) calendar days or such longer period not to exceed thirty (30) calendar days as to which each Rating Agency may consent) cause the Certificate Payment Account to be moved to an Eligible Institution. The Servicer shall promptly notify the Indenture Trustee and the Owner Trustee in writing of any change in the account number or location of the Certificate Payment Account. (d) If, on any Distribution Date, the aggregate amount on deposit in the Collection Account and the Reserve Account equals or exceeds the sum of (i) the Note Balance as of the day preceding such Distribution Date, (ii) the Total Note Interest for each Class of Notes for such Distribution Date, (iii) the Total Servicing Fee for the preceding Collection Period, any Unreimbursed Servicer Advances and any Unrelated Amounts for the preceding Collection Period and (iv) all amounts due to the Asset Representations Reviewer pursuant to the Asset Representations Review Agreement not previously paid by the Servicer, then the Servicer shall instruct the Indenture Trustee to (A) transfer all amounts on deposit in the Reserve Account on such Distribution Date from the Reserve Account to the Collection Account and (B) include such amounts in Available Funds for purposes of application pursuant to Section 2.8(a) of the Indenture on such Distribution Date (except that (i) no distribution will be made to the Reserve Account pursuant to Section 2.8(a)(xiii) of the Indenture, and (ii) for purposes of Section 2.8(a)(xiv) of the Indenture, the “Regular Principal Distributable Amount” for such Distribution Date shall be equal to the amount necessary to pay the principal amount of the Notes in full). (e) On or before the Closing Date, the Servicer shall cause the Indenture Trustee to establish and maintain, in the name of the Indenture Trustee, a settlement account which will be used to facilitate the wire transfer of the offering proceeds of the Notes on the Closing Date. The Indenture Trustee shall deposit and distribute amounts in such settlement account on or before the Closing Date in accordance with the written direction by or on behalf of the Servicer. Such settlement account will be closed by the Indenture Trustee not later than thirty (30) days following the Closing Date. (f) The Servicer shall have the power, revocable by the Indenture Trustee or by the Trust with the consent of the Indenture Trustee, in each case at the written direction of the Holders of the Notes evidencing not less than 51% of the Note Balance of the Controlling Class, to instruct the Indenture Trustee to make withdrawals and payments from the Collection Account, the Note Payment Account, the Reserve Account and the Certificate Payment Account for the purpose of permitting the Servicer or the Owner Trustee to carry out its respective duties hereunder or under the Trust Agreement or permitting the Indenture Trustee to carry out its duties under the Indenture.

Appears in 1 contract

Sources: Sale and Servicing Agreement (Carmax Auto Funding LLC)

Common use of Accounts Clause in Contracts