Establishment of Reserve Account. Pledgor and Secured Party hereby authorize and direct Securities Intermediary to establish and maintain in its corporate trust department, a segregated trust account that is an Eligible Deposit Account and that is a “securities account” as that term is defined in Section 8-501(a) of the UCC in the name of Secured Party and under the sole dominion and control of Secured Party, designated as “Toyota Auto Receivables 20[__]-[_] Owner Trust Reserve Account.” Securities Intermediary hereby undertakes to treat Secured Party as the person entitled to exercise the rights that comprise any Financial Asset credited to the Reserve Account. Secured Party and Pledgor agree that this account shall be the Reserve Account.
Establishment of Reserve Account. The Securities Intermediary hereby confirms that (i) the Servicer, on behalf of the Issuing Entity, has established the Reserve Account with the Securities Intermediary, (ii) the Reserve Account is an account to which financial assets are or may be credited, (iii) the Securities Intermediary shall, subject to the terms of this Agreement and the Indenture, treat the Secured Party as entitled to exercise the rights with respect to any financial asset credited to the Reserve Account, (iv) all property delivered to the Securities Intermediary by or on behalf of the Secured Party for deposit to the Reserve Account will promptly be credited to the Reserve Account and (v) all securities or other property underlying any financial assets credited to the Reserve Account shall be registered in the name of the Securities Intermediary, endorsed to the Securities Intermediary or in blank or credited to another securities account maintained in the name of the Securities Intermediary and in no case will any financial asset credited to the Reserve Account be registered in the name of the Issuing Entity, payable to the order of the Issuing Entity or specially endorsed to the Issuing Entity except to the extent the foregoing have been specially endorsed to the Securities Intermediary or in blank.
Establishment of Reserve Account. From time to time the Trustee may withdraw from the Income or Capital Accounts of each Trust Fund such amounts as it, in its sole discretion, shall deem requisite to establish a reserve for any applicable taxes or other governmental charges that may be payable out of such Trust Fund or for indemnification or extraordinary expenses of the Depositor or Trustee pursuant to Section 7.02, 8.01 or 8.05. Such amounts so withdrawn shall be credited to a separate account for such Trust Fund which shall be known as the "RESERVE ACCOUNT." The Trustee shall not be required to distribute to the Unitholders any of the amounts in the Reserve Account; PROVIDED, HOWEVER, that if it, in its sole discretion, determines that such amounts are no longer necessary, then it shall promptly deposit such amounts in the account from which withdrawn, or if such Trust Fund has been terminated or shall be in the process of termination, the Trustee, upon such determination, shall distribute to each Unitholder of such Trust Fund such holder's interest in the Reserve Account in accordance with Section 9.01.
Establishment of Reserve Account. We may withhold funds by temporarily suspending or delaying payouts of proceeds to you and/or designate an amount of funds that you must maintain in your Operating Account or in a separate reserve account (“Reserve”) to secure the performance of your obligations under any agreement between you and Fattmerchant. We may require a Reserve for any reason related to your use of the Services. The Reserve will be in an amount as reasonably determined by us to cover potential losses to Fattmerchant. The Reserve may be raised, reduced or removed at any time by Fattmerchant, in its sole discretion, based on your payment history, a credit review, the amount of any arbitration award or court judgment against you in Fattmerchant’s favor, or otherwise as Fattmerchant or Acquirer may determine or require. If you do not have sufficient funds in your Reserve, we may fund the Reserve from any funding source associated the Services, including any funds (a) deposited by you, (B) due to you, or (c) available in your Operating Account, or other payment instruction registered with us. You authorize us to make any withdrawals on debits from the Reserve or your Operating Account, without prior notice to you, to collect amounts that you owe us. You shall have no ability to make withdrawals from the Reserve Account without the written consent of Fattmerchant.
Establishment of Reserve Account. The Borrower or the Servicer on its behalf shall cause to be established, on or before the Closing Date, and maintained in the name of the Borrower but under the control of the Trustee for the benefit of the Secured Parties with an office or branch of a Qualified Institution a segregated corporate trust account, which may be a securities account or a deposit account (the “Reserve Account”); provided that at all times such depository institution or trust company shall be a Qualified Institution. On any Business Day preceding a Payment Date, if the amounts on deposit in the Collection Amount are insufficient to make the payments required by Sections 2.7(a)(i) through (vi) or 2.7(b)(i) through (vi), as applicable, the Servicer or the Administrative Agent, as applicable, shall direct a deposit of the lesser of (i) the additional amount necessary to make such payments or (ii) the amount on deposit in the Reserve Account. Upon the occurrence and during the continuation of an Event of Default, the Administrative Agent may, and shall, at the direction of the Required Committed Lenders, direct the Trustee or the Servicer, as applicable, to withdraw all remaining amounts on deposit in the Reserve Account and apply them as Principal Collections in accordance with Section 2.7(c) hereof.
Establishment of Reserve Account. The Borrower or the Servicer on its behalf shall cause to be established, on or before the Closing Date, and maintained in the name of the Borrower but under the control of the Trustee on behalf of the Secured Parties with an office or branch of a Qualified Institution a segregated corporate trust account (the “Reserve Account”) for the purpose of receiving deposits with respect to and maintaining therein the Reserve Account Required Amount and, to the extent required pursuant to Section 2.8, to fund payments thereunder; provided, however, that at all times such depository institution or trust company shall be a Qualified Institution.
Establishment of Reserve Account. First Union shall establish and maintain, and under the circumstances described in Section 4(E) CFS shall be required to fund, a separate interest bearing account in the name of First Union and CFS and designated as the Reserve account (the "Reserve Account"). CFS shall have no right or claim to any amounts deposited in or otherwise credited to any Reserve Account except to the extent expressly set forth herein.
Establishment of Reserve Account. You expressly authorize Bank and/or Payment World to establish a Reserve Account pursuant to the terms and conditions set forth in this Section 22.
Establishment of Reserve Account. Conditional to Merchant’s approval, or at any t ime during the agreement, PROCESSOR may establish a prefunded reserve account and/or an ongoing reserve to be held in a Merchant Reserve Account (“ Reserve”) as thoroughly described in the Acknowledgement and Pledge of Reserve Account Agreement incorporated herein. In the event PROCESSOR elects to withhold an ongoing reserve, PROCESSOR shall deduct and withhold in a segregated Reserve a certain percentage ( in the percentage set forth on the Acknowledgement and Pledge of Reserve Account Agreement ) from each and every Settlement that PROCESSOR deems reasonably necessary to cover future Chargebacks, Refunds and other charges that may result from Xxxxxxxx’ s processing activities. If PROCESSOR reasonably determines that the proceeds of Xxxxxxxx’s future sales are unlikely to cover anticipated Chargebacks, Refunds and credits ( whether because this Agreement has been terminated or f or any other reason), PROCESSOR may also stop any funds from being electronically sent to the Merchant Settlement Account. Merchant acknowledges and agrees that Xxxxx ve funds shall not be the exclusive remedy to PROCESSOR in the event the Reserve funds are inadequate to cover Chargebacks, Refunds and other charges and fees associated with this Agreement. Merchant must ensure that there are sufficient funds to cover Chargebacks, Refunds, charges and fees associated with this Agreement. Furthermor e, Merchant shall not prohibit or reject any electronic demand by PROCESSOR for fees due PROCESSOR. PROCESSOR shall hold the Reserve deducted from each Settlement for a period of not less than 6 months after the expiration or termination of this Agreement, or the latest period in which a transaction may be returned , reversed and/or Refunded pursuant to the Rules, whichever is greater. Upon the expiration of such period and subject to PROCESSOR’ s reasonable discretion, the Reserve shall be released to the Merchant, as further set forth in this Section 5.
Establishment of Reserve Account. The Servicer shall cause to be established, on or before the initial Funding Date, with the Trustee, and maintained in the name of the Trustee for the benefit of the Secured Parties, a segregated corporate trust account entitled Reserve Account for Xxxxx Fargo Bank, National Association, as Agent for the Secured Parties (the “Reserve Account”), over which the Trustee for the benefit the Secured Parties shall have exclusive dominion and control and from which neither the Originator, Servicer nor the Seller shall have any right of withdrawal; provided, however, that at all times such depository institution or trust company shall be a Qualified Institution. In the event that amounts otherwise available for distribution on any Payment Date are not sufficient to provide payment in full of all amounts specified in Section 2.7(a)(1) through (4) or Section 2.8(1) through (4), as applicable, the Trustee shall make a withdrawal from the Reserve Account in an amount equal to the lesser of (i) such deficiency and (ii) the amount then on deposit in the Reserve Account. The proceeds of such withdrawal to be applied by the Trustee to make the required distributions and payments specified above. Amounts shall be deposited into the Reserve Account on each Payment Date to the extent of funds available therefor and in accordance with Section 2.7(a)(6)(second). If on any Payment Date prior to the Amortization Period the amount deposit in the Reserve Account exceeds the Specified Reserve Account Requirement, such excess shall be distributed to the Seller in accordance with Section 2.7(a)(11).
