Common use of Collateral Account Funds Clause in Contracts

Collateral Account Funds. (a) Payments on the Collateral received by the Servicer or by WFS as servicer under the WFS Sale and Servicing Agreement shall be paid over to the Bank or WFAL2 as pledgor of such Collateral free of the lien created by this Agreement until the Servicer or WFS shall have received a Controlling Party Notice specifying that a Default has occurred and is continuing. After receipt of such a Controlling Party Notice, the Servicer and WFS shall transfer to the Master Collateral Agent any moneys received by it on or in respect of the Collateral for deposit in the Collateral Account. (b) Following delivery of a Controlling Party Notice, all payments made to the Master Collateral Agent on, or otherwise received by the Master Collateral Agent in respect of, any Collateral shall be deposited on the date of receipt by the Master Collateral Agent in the Collateral Account. Any income received by the Master Collateral Agent with respect to the balance from time to time credited to the Collateral Account, including any interest or capital gains on investments, shall be deposited in the Collateral Account. All right, title and interest in and to the funds on deposit from time to time in the Collateral Account, together with any investments made pursuant to paragraph (c) below, shall vest in the Master Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of any Master Secured Obligations until applied as specified herein. (c) Amounts, if any, on deposit in the Collateral Account shall be invested and re-invested from time to time in such investments as shall be specified by instructions (which may include, subject to the other provisions hereof, general standing instructions) given to the Master Collateral Agent by the Controlling Party; provided that if the Master Collateral Agent receives a Controlling Party Notice, the Master Collateral Agent shall, if instructed by the Controlling Party, liquidate any such investments and apply or cause to be applied the proceeds thereof to the payment of the Master Secured Obligations in the manner specified in Section 3.03(d) hereof. If no such instruction with respect to investment of any portion of the Collateral Account is received by the Master Collateral Agent, no investment shall be made of such portion and the Master Collateral Agent shall not be liable for any resulting absence of income. (d) The Master Collateral Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Master Collateral Agent's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain investments, (ii) using affiliates to effect transactions in certain investments and (iii) effecting transactions in certain investments. (e) On each Business Day specified by the Controlling Party after delivery of a Controlling Party Notice, the Master Collateral Agent shall withdraw from the Collateral Account an amount (up to the balance therein) that is sufficient to pay to Financial Security or the Indenture Trustee all amounts constituting Master Secured Obligations owing to Financial Security or the Indenture Trustee, as the case may be (such payments to be applied to reduce the Master Secured Obligations in such manner as the Controlling Party shall specify). All amounts or investments, if any, remaining in the Collateral Account on any date after giving effect to the distribution required to be made on such date pursuant to this paragraph shall remain on deposit in the Collateral Account until required or permitted to be withdrawn therefrom pursuant to the provisions of this Section.

Collateral Account Funds. (a) Payments on the Collateral received by the Servicer or by WFS as servicer under the WFS Sale and Servicing Agreement shall be paid over to the Bank or WFAL2 WFAL 2 as pledgor of such Collateral free of the lien created by this Agreement until the Servicer or WFS shall have received a Controlling Party an FSA Notice specifying that a Default has occurred and is continuing. After receipt of such a Controlling Party an FSA Notice, the Servicer and WFS shall transfer to the Master Collateral Agent any moneys received by it on or in respect of the Collateral for deposit in the Collateral Account. (b) Following delivery of a Controlling Party an FSA Notice, all payments made to the Master Collateral Agent on, on or otherwise received by the Master Collateral Agent in respect of, of any Collateral shall be deposited on the date of receipt by the Master Collateral Agent in the Collateral Account. Any income received by the Master Collateral Agent with respect to the balance from time to time credited to the Collateral Account, including any interest or capital gains on investments, shall be deposited in the Collateral Account. All right, title and interest in and to the funds on deposit from time to time in the Collateral Account, together with any investments made pursuant to paragraph (c) below, shall vest in the Master Collateral Agent, shall constitute part of the Collateral hereunder and shall not constitute payment of any Master Secured Obligations until applied as specified herein. (c) Amounts, if any, on deposit in the Collateral Account shall be invested and re-invested from time to time in such investments as shall be specified by instructions (which may include, subject to the other provisions hereof, general standing instructions) given to the Master Collateral Agent by the Controlling Party; provided that if the Master Collateral Agent receives a Controlling Party an FSA Notice, the Master Collateral Agent shall, if instructed by the Controlling Party, liquidate any such investments and apply or cause to be applied the proceeds thereof to the payment of the Master Secured Obligations in the manner specified in Section 3.03(d3.03(c) hereof. If no such instruction with respect to investment of any portion of the Collateral Account is received by the Master Collateral Agent, no investment shall be made of such portion and the Master Collateral Agent shall not be liable for any resulting absence of income. (d) The Master Collateral Agent or its affiliates are permitted to receive additional compensation that could be deemed to be in the Master Collateral Agent's economic self-interest for (i) serving as investment adviser, administrator, shareholder, servicing agent, custodian or sub-custodian with respect to certain investments, (ii) using affiliates to effect transactions in certain investments and (iii) effecting transactions in certain investments. (e) On each Business Day specified by the Controlling Party after delivery of a Controlling Party an FSA Notice, the Master Collateral Agent shall withdraw from the Collateral Account an amount (up to the balance therein) that is sufficient to pay to Financial Security or the Indenture Trustee all amounts constituting Master Secured Obligations owing to Financial Security or the Indenture Trustee, as the case may be (such payments to be applied to reduce the Master Secured Obligations in such manner as the Controlling Party shall specify). All amounts or investments, if any, remaining in the Collateral Account on any date after giving effect to the distribution required to be made on such date pursuant to this paragraph shall remain on deposit in the Collateral Account until required or permitted to be withdrawn therefrom pursuant to the provisions of this Section.