ACCOUNT SHALL NOT BE INVESTED.
SECTION 10.4
UNUSED PROCEEDS ACCOUNT.
(A)
THE TRUSTEE SHALL PRIOR TO THE CLOSING DATE ESTABLISH A SINGLE,
SEGREGATED TRUST ACCOUNT WHICH SHALL BE DESIGNATED AS THE "UNUSED PROCEEDS
ACCOUNT" WHICH SHALL BE HELD IN TRUST IN THE NAME OF THE TRUSTEE FOR THE BENEFIT
OF THE NOTEHOLDERS, INTO WHICH THE AMOUNT SPECIFIED IN SECTION 3.2(G) SHALL BE
DEPOSITED.
ALL MONIES DEPOSITED FROM TIME TO TIME IN THE UNUSED PROCEEDS
ACCOUNT PURSUANT TO THIS INDENTURE SHALL BE HELD BY THE TRUSTEE AS PART OF THE
ASSETS AND SHALL BE APPLIED TO THE PURPOSES HEREIN PROVIDED.
(B)
THE TRUSTEE AGREES TO GIVE THE ISSUER IMMEDIATE NOTICE IF IT BECOMES
AWARE THAT THE UNUSED PROCEEDS ACCOUNT OR ANY FUNDS ON DEPOSIT THEREIN, OR
OTHERWISE TO THE CREDIT OF THE UNUSED PROCEEDS ACCOUNT, SHALL BECOME SUBJECT TO
ANY WRIT, ORDER, JUDGMENT, WARRANT OF ATTACHMENT, EXECUTION OR SIMILAR PROCESS.
THE UNUSED PROCEEDS ACCOUNT SHALL REMAIN AT ALL TIMES WITH THE CORPORATE TRUST
OFFICE OF A FINANCIAL INSTITUTION HAVING A LONG-TERM DEBT RATING BY EACH RATING
AGENCY AT LEAST EQUAL TO "BBB+" OR "A2," AS APPLICABLE, OR A SHORT-TERM DEBT
RATING AT LEAST EQUAL TO "A-1," "P-1" OR "F1," AS APPLICABLE.
(C)
DURING THE REINVESTMENT PERIOD, AMOUNTS ON DEPOSIT IN THE UNUSED
PROCEEDS ACCOUNT MAY OR SHALL BE DESIGNATED BY THE COLLATERAL MANAGER AS SPECIAL
AMORTIZATION AMOUNTS TO BE INCLUDED AS PRINCIPAL PROCEEDS PURSUANT TO SECTION
9.7.
IF THE AGGREGATE PRINCIPAL BALANCE OF THE COLLATERAL DEBT SECURITIES
EXCEEDS THE MINIMUM RAMP-UP AMOUNT ON THE EFFECTIVE DATE, AMOUNTS REMAINING ON
DEPOSIT IN THE UNUSED PROCEEDS ACCOUNT AT THE END OF THE RAMP-UP PERIOD NOT TO
EXCEED AN AMOUNT EQUAL TO 15% OF THE INITIAL DEPOSIT MAY, AT THE OPTION OF THE
COLLATERAL MANAGER, BE DESIGNATED AS INTEREST PROCEEDS.
ANY SUCH ELECTION WILL
BE MADE ON A ONE-TIME BASIS AND MUST BE MADE BY WRITTEN NOTICE TO THE TRUSTEE
NOT LATER THAN THE TWENTIETH (20TH) BUSINESS DAY AFTER THE EFFECTIVE DATE, WHICH
NOTICE SHALL SET FORTH ANY SUCH AMOUNTS IN THE UNUSED PROCEEDS ACCOUNT SO
DESIGNATED (AND ANY INTEREST OR EARNINGS THEREON).
UPON RECEIPT OF SUCH NOTICE,
THE TRUSTEE SHALL TRANSFER SUCH AMOUNT TO THE INTEREST COLLECTION ACCOUNT (FOR
SUBSEQUENT TRANSFER TO THE PAYMENT ACCOUNT), WHICH WILL BE TREATED AS INTEREST
PROCEEDS AND APPLIED IN ACCORDANCE WITH THE PRIORITY OF PAYMENTS.
ANY AMOUNTS
REMAINING IN THE UNUSED PROCEEDS ACCOUNT ON THE TWENTIETH (20TH) BUSINESS DAY
AFTER THE EFFECTIVE DATE, TO THE EXTENT NOT DESIGNATED AS INTEREST PROCEEDS AND
PROVIDED THAT A RATINGS CONFIRMATION FAILURE HAS NOT OCCURRED, SHALL BE
TRANSFERRED BY THE TRUSTEE TO THE PRINCIPAL COLLECTION ACCOUNT (FOR SUBSEQUENT
TRANSFER TO THE PAYMENT ACCOUNT) AND TREATED AS PRINCIPAL PROCEEDS AND APPLIED
IN ACCORDANCE WITH THE PRIORITY OF PAYMENTS.
(D)
IF A RATING CONFIRMATION FAILURE OCCURS, UPON RECEIPT OF NOTICE FROM
THE COLLATERAL MANAGER PURSUANT TO SECTION 7.18, THE TRUSTEE SHALL TRANSFER
AMOUNTS IN THE UNUSED PROCEEDS ACCOUNT TO THE PAYMENT ACCOUNT FOR APPLICATION ON
THE IMMEDIATELY FOLLOWING PAYMENT DATE TO PAY PRINCIPAL