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Cash Collateral Account Agreement
Cash Collateral Account Agreement (21K)
Doc #421933: Click preview link for longer preview.
CASH COLLATERAL ACCOUNT AGREEMENT
THIS CASH COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is made and
entered into as of April 18, 2002 between PACIFICARE HEALTH SYSTEMS, INC., a
Delaware corporation (the "Company") and BANK OF AMERICA, N.A., as Collateral
Agent for the Secured Parties (as defined in the Credit Agreement referred to
below) (the "Collateral Agent"). Terms used but not otherwise defined herein
shall have the meanings provided in the Credit Agreement referred to below.
RECITALS
WHEREAS, the Company, the Subsidiary Guarantors party thereto, the
Lenders party thereto, the Initial Issuing Bank party thereto, the Swingline
Bank party thereto, Banc of America Securities LLC and J.P. Morgan Securities
Inc., as co-lead arrangers, Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Salomon Smith Barney, as joint book running managers, the
Collateral Agent and Bank of America, N.A., as Administrative Agent are parties
to that certain Amended and Restated Credit Agreement dated as of August 20,
2001, as amended by that certain Letter Amendment dated August 30, 2001, that
certain Letter Amendment dated January 23, 2002 and that certain Amendment No. 3
to Amended and Restated Credit Agreement ("Amendment No. 3") dated as of the
date hereof (such Amended and Restated Credit Agreement, as amended, restated or
otherwise modified from time to time, the "Credit Agreement").
WHEREAS, pursuant to the terms of Amendment No. 3, (i) the Lenders have
agreed, among other things, to permit the Company to deposit up to a certain
amount of the proceeds from the issuance or incurrence of certain Debt into a
Debt Proceeds Account to be pledged to the Collateral Agent for the benefit of
the Secured Parties pursuant to the terms hereof and (ii) the Collateral Agent
will release the proceeds of such Debt Proceeds Account to prepay, repurchase or
redeem the 7% Senior Notes, subject to the terms and conditions hereof;
WHEREAS, it is a condition precedent to the effectiveness of Amendment
No. 3 that the Company execute and deliver this Agreement in favor of the
Collateral Agent.
NOW THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Defined Terms. As set forth above, terms used herein but not otherwise
defined herein shall have the meanings provided in the Credit Agreement, and the
terms "Deposit Accounts" and "Proceeds", which are defined in the Uniform
Commercial Code in effect in the State of New York on the date hereof (the
"UCC"), are used herein as so defined. For purposes of this Agreement, the term
"Secured Party" shall include any Affiliate of a Secured Party that has entered
into a Hedge Agreement with a Loan Party.
421933
|
 BofA Securities
As referenced in this Cash Collateral Account Agreement:
Banc of America Securities LLC – the Credit Agreement referred to below.
RECITALS
WHEREAS, the Company, the Subsidiary Guarantors party thereto, the
Lenders party thereto, the Initial Issuing Bank party thereto, the Swingline
Bank party thereto, Banc of America Securities LLC and J.P. Morgan Securities
Inc., as co-lead arrangers, Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Salomon Smith Barney, as joint book running managers,
_____________
Banc of America Securities LLC – the
Lenders party thereto, the Initial Issuing Bank party thereto, the Swingline
Bank party thereto, Banc of America Securities LLC and J.P. Morgan Securities
Inc., as co-lead arrangers, Banc of America Securities LLC , J.P. Morgan
Securities Inc. and Salomon Smith Barney, as joint book running managers, the
Collateral Agent and Bank of America, N.A., as Administrative Agent are parties
to
_____________
dt 1355307
;
PacifiCare
As referenced in this Cash Collateral Account Agreement:
PACIFICARE HEALTH SYSTEMS, INC – EXHIBIT 99.2
{TEXT}
{PAGE}
Exhibit 99.2
CASH COLLATERAL ACCOUNT AGREEMENT
THIS CASH COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is made and
entered into as of April 18, 2002 between PACIFICARE HEALTH SYSTEMS, INC ., a
Delaware corporation (the "Company") and BANK OF AMERICA, N.A., as Collateral
Agent for the Secured Parties (as defined in the Credit Agreement referred to
below) (the "Collateral
_____________
PacifiCare Health Systems, Inc – into the following interest-bearing
Deposit Account maintained by the Collateral Agent (such account, the "Cash
Collateral Account"):
Account Location: Charlotte, North Carolina
Account Number: Safekeeping Account # 232025
Account Name: PacifiCare Health Systems, Inc . for the benefit of
Bank of America, N.A., as Collateral Agent for the
Lenders party to the Amended and Restated Credit
Agreement dated as of August 20, 2001,
_____________
PacifiCare Health Systems, Inc – benefit of
Bank of America, N.A., as Collateral Agent for the
Lenders party to the Amended and Restated Credit
Agreement dated as of August 20, 2001, as amended,
among PacifiCare Health Systems, Inc ., the other
Loan Parties party thereto, the Lenders party
thereto and Bank of America, N.A. in its capacities
as Administrative Agent and Collateral Agent for the
Secured Parties.
_____________
PACIFICARE HEALTH SYSTEMS, INC – the other Loan Documents.
6
{PAGE}
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the day and year first above written.
COMPANY: PACIFICARE HEALTH SYSTEMS, INC .
By: /s/ COY F. BAUGH
---------------------------------------
Name: Coy F. Baugh
Title: VP Treasurer
{PAGE}
COLLATERAL AGENT: BANK OF AMERICA, N.A.,
in its capacity as the Collateral Agent
By: /s/
_____________
dt 1399933
;
|
BofA
As referenced in this Cash Collateral Account Agreement:
BANK OF AMERICA, N.A. – ACCOUNT AGREEMENT
THIS CASH COLLATERAL ACCOUNT AGREEMENT (this "Agreement") is made and
entered into as of April 18, 2002 between PACIFICARE HEALTH SYSTEMS, INC., a
Delaware corporation (the "Company") and BANK OF AMERICA, N.A. , as Collateral
Agent for the Secured Parties (as defined in the Credit Agreement referred to
below) (the "Collateral Agent"). Terms used but not otherwise defined herein
shall have the
_____________
Bank of America, N.A. – Morgan Securities
Inc., as co-lead arrangers, Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Salomon Smith Barney, as joint book running managers, the
Collateral Agent and Bank of America, N.A. , as Administrative Agent are parties
to that certain Amended and Restated Credit Agreement dated as of August 20,
2001, as amended by that certain Letter Amendment dated August 30,
_____________
Bank of America, N.A. – by the Collateral Agent (such account, the "Cash
Collateral Account"):
Account Location: Charlotte, North Carolina
Account Number: Safekeeping Account # 232025
Account Name: PacifiCare Health Systems, Inc. for the benefit of
Bank of America, N.A. , as Collateral Agent for the
Lenders party to the Amended and Restated Credit
Agreement dated as of August 20, 2001, as amended,
among PacifiCare Health Systems, Inc., the other
_____________
Bank of America, N.A. – the Amended and Restated Credit
Agreement dated as of August 20, 2001, as amended,
among PacifiCare Health Systems, Inc., the other
Loan Parties party thereto, the Lenders party
thereto and Bank of America, N.A. in its capacities
as Administrative Agent and Collateral Agent for the
Secured Parties.
The Company hereby pledges, assigns, transfers and grants to the
Collateral Agent, for the benefit of
_____________
BANK OF AMERICA, N.A. – executed as of the day and year first above written.
COMPANY: PACIFICARE HEALTH SYSTEMS, INC.
By: /s/ COY F. BAUGH
---------------------------------------
Name: Coy F. Baugh
Title: VP Treasurer
{PAGE}
COLLATERAL AGENT: BANK OF AMERICA, N.A. ,
in its capacity as the Collateral Agent
By: /s/ JOSEPH L. CORAH
----------------------------------------
Name: Joseph L. Corah
--------------------------------------
Title: Principal
--------------------------------------
{PAGE}
SCHEDULE A
INVESTMENT PARAMETERS
Subject to the terms and conditions
_____________
dt 1554325
;
J.P. Morgan
As referenced in this Cash Collateral Account Agreement:
J.P. Morgan Securities
Inc – RECITALS
WHEREAS, the Company, the Subsidiary Guarantors party thereto, the
Lenders party thereto, the Initial Issuing Bank party thereto, the Swingline
Bank party thereto, Banc of America Securities LLC and J.P. Morgan Securities
Inc ., as co-lead arrangers, Banc of America Securities LLC, J.P. Morgan
Securities Inc. and Salomon Smith Barney, as joint book running managers, the
Collateral Agent and Bank of
_____________
J.P. Morgan
Securities Inc – Initial Issuing Bank party thereto, the Swingline
Bank party thereto, Banc of America Securities LLC and J.P. Morgan Securities
Inc., as co-lead arrangers, Banc of America Securities LLC, J.P. Morgan
Securities Inc . and Salomon Smith Barney, as joint book running managers, the
Collateral Agent and Bank of America, N.A., as Administrative Agent are parties
to that certain Amended and Restated
_____________
dt 1492397
|
| Preview
Subscribers | 2002 |
Deposit Account Agreement
Deposit Account Agreement (119K)
Doc #1378059: Click preview link for longer preview.
DEPOSIT ACCOUNT AGREEMENT
Dated as of October 28, 2002
between
ORION POWER CAPITAL, LLC
and
BANK OF AMERICA, N.A., as Collateral Agent
================================================================================
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> . . .
1378059
|
BofA Securities
As referenced in this Deposit Account Agreement:
Banc
of America Securities LLC – Agent have entered into that certain Second Amended
and Restated Deposit Account Agreement, dated as of even date herewith (the
"OPNY Deposit Account Agreement") and OPNY, the OPNY Administrative Agent, Banc
of America Securities LLC and BNP Paribas, as lead arrangers (the "OPNY Lead
Arrangers"), Bank of America, N.A., as the issuer of the letters of credit
referred to therein, BNP Paribas, as
_____________
Banc of America
Securities LLC – dated
as of even date herewith (the "OPMW Deposit Account Agreement," and, together
with the OPNY Deposit Account Agreement, the "Subsidiary Deposit Account
Agreements"), and OPMW, the OPMW Administrative Agent, Banc of America
Securities LLC and BNP Paribas, as lead arrangers (the "OPMW Lead Arrangers"),
Bank of America, N.A., as the issuer of the letters of credit referred to
therein, BNP Paribas, as
_____________
dt 1706095
;
|
Union Bank of CA
As referenced in this Deposit Account Agreement:
Union Bank of
California, N – BNP Paribas, as lead arrangers (the "OPNY Lead
Arrangers"), Bank of America, N.A., as the issuer of the letters of credit
referred to therein, BNP Paribas, as Syndication Agent, Union Bank of
California, N .A., CoBank, ACB and Deutsche Bank AG New York and/or Cayman Island
Branch, as Documentation Agents, and the Lenders named on the signature pages
thereto and from time
_____________
dt 1706824
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Subscribers | 2002 |
Insurance Agreement
Insurance Agreement (129K)
Doc #125058: Click preview link for longer preview.
INSURANCE AGREEMENT
$800,000,000
Capital One Auto Finance Trust 2002-C
Asset Backed Notes, Series 2002-C
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes and Class A-4 Notes
Dated as of December 17, 2002
================================================================================
{PAGE}
TABLE OF CONTENTS
{TABLE}
{CAPTION}
Page
{S} {C} {C}
ARTICLE I
DEFINITIONS........................................................................1
ARTICLE II
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 2.01. Representation and Warranties of the COAF Companies................9
Section 2.02. Affirmative Covenants of the COAF Companies.......................12
Section 2.03. Negative Covenants of the COAF Companies..........................18
Section 2.04. Representation and Covenants of Indenture Trustee.................19
Section 2.05. Representations, Warranties and Covenants of the Owner Trustee....19
ARTICLE III
THE POLICIES; REIMBURSEMENT
Section 3.01. Issuance of the Policies..........................................20
Section 3.02. Payment of Fees and Premium.......................................22
Section 3.03. Reimbursement and Additional Payment Obligation...................23
Section 3.04. Indemnification; Limitation of Liability..........................25
Section 3.05. Payment Procedure.................................................26
Section 3.06. Reimbursement.....................................................27
ARTICLE IV
FURTHER AGREEMENTS
Section 4.01. Effective Date; Term of the Insurance Agreement...................27
Section 4.02. Further Assurances and Corrective Instruments.....................27
Section 4.03. Obligations Absolute..............................................27
Section 4.04. Assignments; Reinsurance; Third-party Rights......................29
Section 4.05. Liability of the Note Insurer.....................................29
Section 4.06. No Proceedings....................................................30
Section 4.07. Parties To Join in Enforcement Action.............................30
ARTICLE V
DEFAULTS; REMEDIES
Section 5.01. Defaults..........................................................31
Section 5.02. Remedies; No Remedy Exclusive.....................................31
Section 5.03. Waivers...........................................................32
{/TABLE}
{PAGE}
{TABLE}
ARTICLE VI
MISCELLANEOUS
{S} {C} {C}
Section 6.01. Amendments, Etc...................................................33
Section 6.02. Notices...........................................................33
Section 6.03. Severability......................................................35
Section 6.04. Governing Law.....................................................35
Section 6.05. Consent to Jurisdiction...........................................35
Section 6.06. Consent of the Note Insurer.......................................36
Section 6.07. Counterparts......................................................36
Section 6.08. Headings..........................................................36
Section 6.09. Trial by Jury Waived..............................................36
Section 6.10. Limited Liability.................................................36
Section 6.11. Entire Agreement..................................................36
Section 6.12. Limitation of Liability...........................................36
TESTIMONIUM
SIGNATURES
{/TABLE}
ii
{PAGE}
INSURANCE AGREEMENT
This INSURANCE AGREEMENT (this "Insurance Agreement") is dated as of December
17, 2002 by and among MBIA INSURANCE CORPORATION (the "Note Insurer"), CAPITAL
ONE AUTO FINANCE, INC., in its individual capacity and as the Servicer (the
"Servicer"), CAPITAL ONE AUTO FINANCE, INC., as Transferor (the "Transferor"),
CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the "Seller"), WILMINGTON TRUST
COMPANY, not in its individual capacity but solely in its capacity as owner
trustee for Capital One Auto Finance Trust 2002-C (the "Owner Trustee") and
JPMORGAN CHASE BANK in its capacity as indenture trustee (the "Indenture
Trustee").
WHEREAS, the Indenture Trustee is authenticating $800,000,000 principal
amount of the Capital One Auto Finance Trust 2002-C, Asset Backed Notes, Series
2002-C, Class A-1 Notes, Class A-2 Notes, Class A-3-A Notes, Class A-3-B Notes
and Class A-4 Notes, pursuant to an Indenture as more specifically defined
below. The Notes will be secured by the Trust Property as defined in the
Indenture;
WHEREAS, the Owner Trustee, Seller, Transferor and Servicer have requested
that the Note Insurer issue its Note Guaranty Insurance Policy (the "Note
Policy") to guarantee payment of Insured Payments (as defined in Note Policy)
with respect to the Class A Notes, upon such terms and conditions as were
mutually agreed upon by the parties and subject to the terms and conditions of
the Note Policy and has asked the Note Insurer to issue an Interest Rate Swap
Policy (the "Swap Policy") and together with the Note Policy, the "Policies")
and the Note Insurer has agreed to insure certain amounts which may be due from
the Owner Trustee on behalf of Capital One Auto Finance Trust 2002-C (the
"Issuer") to the Swap Provider under the Swap Agreement;
WHEREAS, the parties hereto desire to specify the conditions precedent to
the issuance of the Policies by the Note Insurer, the indemnity and
reimbursement to be provided by the Transferor and the Servicer in respect of
amounts paid by the Note Insurer under the Policies and to provide for certain
other matters;
WHEREAS, the Note Insurer shall be paid an insurance premium pursuant to
the Indenture, and the details of such premium are set forth herein; and
WHEREAS, each COAF Company (as defined below) has undertaken certain
obligations in consideration for the Note Insurer's issuance of the Policies;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
The terms defined in this Article I shall have the meanings provided herein
for all purposes of this Insurance Agreement, unless the context clearly
requires otherwise, in both singular and plural form, as appropriate. Unless the
context clearly requires otherwise, all
125058
|
BofA Securities
As referenced in this Insurance Agreement:
Banc
of America Securities – 6, 2002, by and among the Note Insurer, Capital One Auto
Finance, Inc. and Capital One Auto Receivables, LLC, as Issuer Parties and Banc
of America Securities LLC, and J.P. Morgan Securities Inc. as Representatives of
the several Underwriters (as defined therein).
"Indenture" means that certain Indenture dated as
_____________
Banc of America Securities – to the Prospectus dated
December 2, 2002, each relating to the sale of the Class A Notes on the Closing
Date.
"Representative" means Banc of America Securities LLC, as representative
for the Underwriters.
"Review Firm" means a firm of independent certified public accountants or
other third-party acceptable to the
_____________
Banc of America Securities – Administration-Capital
One Auto Finance Trust 2002-C
Facsimile: (302) 651-8653
Confirmation: (302) 651-8882
(g) To the Representative of the Underwriters:
Banc of America Securities LLC
10th Floor
34
{PAGE}
100 North Tryon Street
Charlotte, NC 28255-0001
Attention: Andrew Glenn
Facsimile: (704) 386-2731
Confirmation: (704) 386-
_____________
dt 93573
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – otherwise requires, the rules and regulations
thereunder, as amended.
"Late Payment Rate" means the rate of interest as it is publicly announced
by Citibank, N.A. at its principal office in New York, New York as its prime
rate (any change in such prime rate of interest to
_____________
Citibank, N.A. – as its prime
rate (any change in such prime rate of interest to be effective on the date such
change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be
computed on the basis of a year of 365 days calculating the actual number
_____________
dt 145816
;
ISDA
As referenced in this Insurance Agreement:
ISDA – any other
nationally recognized rating agency designated by the Note Insurer.
"Swap Agreement" means the ISDA Master Agreement dated as of December 6,
2002 between the Owner Trustee and the Swap
_____________
dt 75741
;
|
BofA
As referenced in this Insurance Agreement:
Bank of America, – issued by MBIA, which guarantees certain payments due under the Swap Agreement.
"Swap Provider" means Bank of America, N.A. and its permitted successors
and assigns.
8
{PAGE}
"Term of the Insurance
dt 39759
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – otherwise requires, the rules and regulations
thereunder, as amended.
"Late Payment Rate" means the rate of interest as it is publicly announced
by Citibank, N.A. at its principal office in New York, New York as its prime
rate (any change in such prime rate of interest to
_____________
Citibank, N.A. – as its prime
rate (any change in such prime rate of interest to be effective on the date such
change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be
computed on the basis of a year of 365 days calculating the actual number
_____________
dt 145816
;
More... |
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Insurance Agreement
Insurance Agreement (123K)
Doc #2333942: Click preview link for longer preview.
EXECUTION VERSSION
AMBAC ASSURANCE CORPORATION,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
as Servicer
CAPITAL ONE AUTO FINANCE, INC.,
as Originator
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-A,
as Issuer
and
JPMORGAN CHASE BANK, N.A.
as Indenture Trustee
INSURANCE AGREEMENT
$2,750,000,000
Capital One Auto Finance Trust 2006-A
Asset Backed Notes, Series 2006-A
Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes and Class A-4 Notes
Dated as of May 4, 2006
INSURANCE AGREEMENT
This . . .
2333942
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – other nationally recognized rating agency designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of April 25, 2006, by and among the Note Insurer, and Banc of America Securities LLC and Wachovia Capital Markets, LLC as Representatives of the several Underwriters (as defined therein).
Indenture means that certain Indenture dated as of May 4, 2006, between the Issuer and
_____________
Banc of America Securities LLC – of the Class A Notes on the Closing Date.
Purchase Agreement means that certain Purchase Agreement, dated as of May 4, 2006, by and between COAF and Seller.
Representatives means Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives for the several Underwriters.
Reserve Account Increase Condition means:
(i)
the occurrence of one or both of the following events:
(a) as
_____________
Banc of America Securities LLC – the Underwriters:
Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street, NC0610
Charlotte, NC 28288-0610
Attention:
Curt Sidden
Facsimile:
(704) 383-9106
Confirmation:
(704) 715-6030
and
Banc of America Securities LLC
NC1-027-20-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Attention:
James Mackey
Facsimile:
(704) 719-5461
Confirmation:
(704) 388-2308
43
A party may
_____________
dt 1572099
;
Ambac Financial
As referenced in this Insurance Agreement:
Ambac Financial Group, Inc – years in the three-year period ended December 31, 2005, prepared in accordance with U.S. generally accepted accounting principles, included in the Annual Report on Form 10-K of Ambac Financial Group, Inc . (which was filed with the Commission on March 13, 2006; Commission File No. 1-10777) as they relate to the Note Insurer, which are incorporated by reference into the
_____________
Ambac Financial Group, Inc – Reports. The Note Insurer agrees that (i) the Note Insurer Financial Information containing the financial information required by Item 1114(b)(2) of Regulation AB included in documents filed by Ambac Financial Group, Inc . with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act (the Ambac Exchange Act Reports), may be incorporated by reference
_____________
dt 1573032
;
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2006-A.
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change
_____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall
_____________
dt 1481696
;
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of May 4, 2006 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmation bearing Reference No. 1423978 dated May 4, 2006.
_____________
dt 1604115
;
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (123K)
Doc #2352828: Click preview link for longer preview.
EXECUTION VERSSION
AMBAC ASSURANCE CORPORATION,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
as Servicer
CAPITAL ONE AUTO FINANCE, INC.,
as Originator
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-A,
as Issuer
and
JPMORGAN CHASE BANK, N.A.
as Indenture Trustee
INSURANCE AGREEMENT
$2,750,000,000
Capital One Auto Finance Trust 2006-A
Asset Backed Notes, Series 2006-A
Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes and Class A-4 Notes
Dated as of May 4, 2006
INSURANCE AGREEMENT
This . . .
2352828
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – other nationally recognized rating agency designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of April 25, 2006, by and among the Note Insurer, and Banc of America Securities LLC and Wachovia Capital Markets, LLC as Representatives of the several Underwriters (as defined therein).
Indenture means that certain Indenture dated as of May 4, 2006, between the Issuer and
_____________
Banc of America Securities LLC – of the Class A Notes on the Closing Date.
Purchase Agreement means that certain Purchase Agreement, dated as of May 4, 2006, by and between COAF and Seller.
Representatives means Banc of America Securities LLC and Wachovia Capital Markets, LLC, as representatives for the several Underwriters.
Reserve Account Increase Condition means:
(i)
the occurrence of one or both of the following events:
(a) as
_____________
Banc of America Securities LLC – the Underwriters:
Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street, NC0610
Charlotte, NC 28288-0610
Attention:
Curt Sidden
Facsimile:
(704) 383-9106
Confirmation:
(704) 715-6030
and
Banc of America Securities LLC
NC1-027-20-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Attention:
James Mackey
Facsimile:
(704) 719-5461
Confirmation:
(704) 388-2308
43
A party may
_____________
dt 1572144
;
Ambac Financial
As referenced in this Insurance Agreement:
Ambac Financial Group, Inc – years in the three-year period ended December 31, 2005, prepared in accordance with U.S. generally accepted accounting principles, included in the Annual Report on Form 10-K of Ambac Financial Group, Inc . (which was filed with the Commission on March 13, 2006; Commission File No. 1-10777) as they relate to the Note Insurer, which are incorporated by reference into the
_____________
Ambac Financial Group, Inc – Reports. The Note Insurer agrees that (i) the Note Insurer Financial Information containing the financial information required by Item 1114(b)(2) of Regulation AB included in documents filed by Ambac Financial Group, Inc . with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act (the Ambac Exchange Act Reports), may be incorporated by reference
_____________
dt 1573033
;
|
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2006-A.
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change
_____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall
_____________
dt 1481758
;
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of May 4, 2006 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmation bearing Reference No. 1423978 dated May 4, 2006.
_____________
dt 1604138
;
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Insurance Agreement
Insurance Agreement (115K)
Doc #2352927: Click preview link for longer preview.
FINANCIAL GUARANTY INSURANCE COMPANY,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
as Servicer
CAPITAL ONE AUTO FINANCE, INC.,
as Originator
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2005-C,
as Issuer
and
JPMORGAN CHASE BANK, N.A.
as Indenture Trustee
INSURANCE AGREEMENT
$2,000,000,000
Capital One Auto Finance Trust 2005-C
Auto Loan Asset Backed Notes, Series 2005-C
Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes, Class A- . . .
2352927
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BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of October 4, 2005, by and among the Note Insurer and Wachovia Capital Markets, LLC and Banc of America Securities LLC , as Representatives of the several Underwriters.
Indenture means that certain Indenture dated as of October 12, 2005, between the Issuer and the Indenture Trustee.
Insurance Agreement Event of Default
_____________
Banc of America Securities LLC – on the Closing Date.
Purchase Agreement means that certain Purchase Agreement, dated as of October 12, 2005, by and between COAF and Seller.
Representatives means Wachovia Capital Markets, LLC and Banc of America Securities LLC , as representatives of the Underwriters.
Reserve Account Increase Condition means:
(i) the occurrence of one or both of the following events:
(a) as of the Determination Date with respect
_____________
Banc of America Securities LLC – the Underwriters:
Wachovia Capital Markets, LLC
One Wachovia Center
301 South College Street, NC0610
Charlotte, NC 28288-0610
Attention: Curt Sidden
Facsimile: (704) 383-9106
Confirmation: (704) 715-6030
and
Banc of America Securities LLC
NC1-027-21-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Attention: James Mackey
Facsimile: (704) 719-5461
Confirmation: (704) 388-2308
A party may specify
_____________
dt 1572146
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2005-C.
6
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change
_____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall
_____________
dt 1481760
;
|
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of October 12, 2005 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmation bearing Reference No. 13533356/13490903 dated October 12,
_____________
dt 1604141
;
BofA
As referenced in this Insurance Agreement:
Bank of America, N.A. – Swap Policy means the Financial Guaranty Insurance Policy For Swap Agreement No. 05030116 issued by the Note Insurer, which guarantees certain payments due under the Swap Agreement.
Swap Provider means Bank of America, N.A. , and its permitted successors and assigns.
Tangible Net Worth means, with respect to any Person, the net worth of such Person calculated in accordance with GAAP, after subtracting therefrom
_____________
dt 1557910
;
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (131K)
Doc #2649799: Click preview link for longer preview.
FINANCIAL GUARANTY INSURANCE COMPANY,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes and Class A-4 Notes
Dated as of November 22, 2006
TABLE OF CONTENTS
. . .
2649799
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – other nationally recognized rating agency designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of November 14, 2006, by and among the Note Insurer and Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as Representatives of the several Underwriters.
Indenture means that certain Indenture dated as of November 22, 2006,
_____________
Banc of America Securities LLC – 506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Representatives means Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wachovia Capital Markets, LLC, as representatives of the Underwriters.
Reserve Account Increase Condition means:
(i) the occurrence of one or both
_____________
Banc of America Securities LLC – DE 19890-0001
Attention: Corporate Trust Administration-Capital One Auto Finance Trust 2006-C
Facsimile: (302) 636-4144
Confirmation: (302) 636-6188
45
(g)
To the Representatives of the Underwriters:
Banc of America Securities LLC
NC1-027-21-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street, 10th Floor
New York, NY
_____________
dt 1689231
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2006-C.
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change
_____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall
_____________
dt 1675895
;
|
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of November 22, 2006 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmations bearing Reference Nos. 1620934 and 1620935 dated November
_____________
dt 1670893
;
BNY
As referenced in this Insurance Agreement:
BANK OF NEW YORK – as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class
_____________
BANK OF NEW YORK, – capacity (COAF) and as the Servicer (the Servicer), , CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the Seller), CAPITAL ONE AUTO FINANCE TRUST 2006-C, as Issuer (the Issuer) and THE BANK OF NEW YORK, in its capacity as indenture trustee (the Indenture Trustee).
WHEREAS, the Indenture Trustee is authenticating $1,750,000,000 principal amount of the Capital One Auto Finance Trust 2006-
_____________
Bank of New York – the actual knowledge of senior management of the Note Insurer, neither the Note Insurer nor FGIC Corporation indirectly controls, is indirectly controlled by or is under common control with The Bank of New York (the Indenture Trustee), Wilmington Trust Company (the Owner Trustee or Wachovia Bank, National Association (the Swap Counterparty).
(k) Note Insurers Accountants. As of the Closing Date and as of
_____________
Bank of New York – Capital Markets
Facsimile: (804) 290-6666
Confirmation: (804) 290-6736
With a copy to Legal Department
Facsimile: (703) 720-2121
Confirmation: (703)-720-1000
(e)
To the Indenture Trustee:
The Bank of New York
101 Barclay Street, 4 West
New York, New York 10286
Attention: Corporate Trust Administration -Capital
One Auto Finance Trust 2006-C
Facsimile: (212) 815-8093
Confirmation: (212) 815-8176
(
_____________
BANK OF NEW YORK, – WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
in its capacity as Owner Trustee
By:
/s/ J. Christopher Murphy
Name:
J. Christopher Murphy
Title:
Financial Services Officer
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture
Trustee
By:
/s/ Derick Cividini
Name:
Derick Cividini
Title:
Trust Officer
_____________
dt 1694898
;
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (131K)
Doc #2661259: Click preview link for longer preview.
FINANCIAL GUARANTY INSURANCE COMPANY,
as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class A-2 Notes,
Class A-3-A Notes, Class A-3-B Notes and Class A-4 Notes
Dated as of November 22, 2006
TABLE OF CONTENTS
. . .
2661259
|
BofA Securities
As referenced in this Insurance Agreement:
Banc of America Securities LLC – other nationally recognized rating agency designated by the Note Insurer.
Indemnification Agreement means that certain Indemnification Agreement dated as of November 14, 2006, by and among the Note Insurer and Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wachovia Capital Markets, LLC, as Representatives of the several Underwriters.
Indenture means that certain Indenture dated as of November 22, 2006,
_____________
Banc of America Securities LLC – 506, 1,531 (Jan. 7, 2005)) or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time.
Representatives means Banc of America Securities LLC , Merrill Lynch, Pierce, Fenner & Smith Incorporated, and Wachovia Capital Markets, LLC, as representatives of the Underwriters.
Reserve Account Increase Condition means:
(i) the occurrence of one or both
_____________
Banc of America Securities LLC – DE 19890-0001
Attention: Corporate Trust Administration-Capital One Auto Finance Trust 2006-C
Facsimile: (302) 636-4144
Confirmation: (302) 636-6188
45
(g)
To the Representatives of the Underwriters:
Banc of America Securities LLC
NC1-027-21-04
Hearst Tower
214 North Tryon Street
Charlotte, NC 28255-0001
Merrill Lynch, Pierce, Fenner & Smith Incorporated
250 Vesey Street, 10th Floor
New York, NY
_____________
dt 1689293
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the rules and regulations thereunder, as amended.
Issuer means Capital One Auto Finance Trust 2006-C.
Late Payment Rate means the rate of interest as it is publicly announced by Citibank, N.A. at its principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change
_____________
Citibank, N.A. – principal office in New York, New York as its prime rate (any change in such prime rate of interest to be effective on the date such change is announced by Citibank, N.A. ) plus 3%. The Late Payment Rate shall be computed on the basis of a year of 365 days calculating the actual number of days elapsed. In no event shall
_____________
dt 1675926
;
|
ISDA
As referenced in this Insurance Agreement:
ISDA – functions of a securities rating agency, S&P shall be deemed to refer to any other nationally recognized rating agency designated by the Note Insurer.
Swap Agreement means the ISDA Master Agreement dated as of November 22, 2006 between the Issuer, and the Swap Provider, the Schedule thereto and the Confirmations bearing Reference Nos. 1620934 and 1620935 dated November
_____________
dt 1670905
;
BNY
As referenced in this Insurance Agreement:
BANK OF NEW YORK – as Note Insurer
CAPITAL ONE AUTO FINANCE, INC.,
individually and as Servicer
CAPITAL ONE AUTO RECEIVABLES, LLC,
as Seller
CAPITAL ONE AUTO FINANCE TRUST 2006-C,
as Issuer
and
THE BANK OF NEW YORK
as Indenture Trustee
INSURANCE AGREEMENT
$1,750,000,000
Capital One Auto Finance Trust 2006-C
Auto Loan Asset Backed Notes, Series 2006-C
Class A-1 Notes, Class
_____________
BANK OF NEW YORK, – capacity (COAF) and as the Servicer (the Servicer), , CAPITAL ONE AUTO RECEIVABLES, LLC, as Seller (the Seller), CAPITAL ONE AUTO FINANCE TRUST 2006-C, as Issuer (the Issuer) and THE BANK OF NEW YORK, in its capacity as indenture trustee (the Indenture Trustee).
WHEREAS, the Indenture Trustee is authenticating $1,750,000,000 principal amount of the Capital One Auto Finance Trust 2006-
_____________
Bank of New York – the actual knowledge of senior management of the Note Insurer, neither the Note Insurer nor FGIC Corporation indirectly controls, is indirectly controlled by or is under common control with The Bank of New York (the Indenture Trustee), Wilmington Trust Company (the Owner Trustee or Wachovia Bank, National Association (the Swap Counterparty).
(k) Note Insurers Accountants. As of the Closing Date and as of
_____________
Bank of New York – Capital Markets
Facsimile: (804) 290-6666
Confirmation: (804) 290-6736
With a copy to Legal Department
Facsimile: (703) 720-2121
Confirmation: (703)-720-1000
(e)
To the Indenture Trustee:
The Bank of New York
101 Barclay Street, 4 West
New York, New York 10286
Attention: Corporate Trust Administration -Capital
One Auto Finance Trust 2006-C
Facsimile: (212) 815-8093
Confirmation: (212) 815-8176
(
_____________
BANK OF NEW YORK, – WILMINGTON TRUST COMPANY,
not in its individual capacity but solely
in its capacity as Owner Trustee
By:
/s/ J. Christopher Murphy
Name:
J. Christopher Murphy
Title:
Financial Services Officer
THE BANK OF NEW YORK, not in its
individual capacity but solely as Indenture
Trustee
By:
/s/ Derick Cividini
Name:
Derick Cividini
Title:
Trust Officer
_____________
dt 1695155
;
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Subscribers | 2007 |
Insurance Agreement
Insurance Agreement (127K)
Doc #2862789: Click preview link for longer preview.
|