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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
|
 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
;
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 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
;
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
|
| Preview
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
|
J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities – 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 of December 17, 2002,
between the
_____________
dt 97986
;
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 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
;
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
;
More... |
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Insurance Agreement
Insurance Agreement (144K)
Doc #1480709: Click preview link for longer preview.
MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2005-B-M,
as Issuer
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually, as Custodian and as Servicer
AFS SENSUB CORP.,
as Seller
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer
INSURANCE AGREEMENT
$1,350,000,000
AmeriCredit Automobile Receivables Trust 2005-B-M
Automobile Receivables Backed Notes
$239,000,000 Class A-1 Notes
$375,000,000 Class A-2 Notes
$430,000,000 Class A-3 Notes
$306,000,000 Class A-4 Notes . . .
1480709
|
J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities, Inc – otherwise requires, the rules and regulations thereunder, as amended from time to time.
Underwriters means Barclays Capital Inc., Lehman Brothers, Inc., Credit Suisse First Boston LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities, Inc ., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement between the Underwriters and the Seller with respect to the offer and sale of the Obligations, as the
_____________
dt 1494284
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended.
Late Payment Rate means, for any date of determination, 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 2%. 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 1479969
;
|
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to
_____________
dt 1517839
;
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – to the Collateral Agent under the Spread Account Agreement.
Commission means the Securities and Exchange Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any
_____________
AmeriCredit Corp. – Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any third party; provided, however, that Corporate Liquidity Pool shall not include any restricted cash balances.
_____________
AmeriCredit Corp. – which results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default.
EBITDA means, with respect to AmeriCredit Corp. , GAAP earnings before interest, taxes, depreciation, and amortization.
Financial Statements means, with respect to AmeriCredit Corp., the consolidated balance sheets and the statements of income, retained earnings and cash
_____________
AmeriCredit Corp. – would result, in an Insurance Agreement Event of Default.
EBITDA means, with respect to AmeriCredit Corp., GAAP earnings before interest, taxes, depreciation, and amortization.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fiscal Agent means the
_____________
AmeriCredit Corp. – time in accordance with the terms thereof.
2
Insurance Agreement Event of Default means any event of default specified in Section 5.01 hereof.
Interest Expense means with respect to AmeriCredit Corp. and for any period, AmeriCredit Corp.s interest expense during such period for money borrowed (exclusive of any such interest expense on any off-balance sheet securitizations or warehouse
_____________
dt 1548702
;
More... |
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Insurance Agreement
Insurance Agreement (94K)
Doc #1646129: Click preview link for longer preview.
INSURANCE AGREEMENT
Among
MBIA INSURANCE CORPORATION,
as Insurer,
HERTZ VEHICLE FINANCING LLC,
as Issuer,
and
BNY MIDWEST TRUST COMPANY,
as Trustee
$500,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-1
$275,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-2
$100,000,000 Series 2005-1 5.010% Rental Car Asset Backed Notes, Class A-3
$1,150,000,000 Series 2005-1 Floating Rate Rental Car Asset Backed Notes, Class A-4
$125,000,000 Series 2005-1 5.080% Rental Car Asset Backed Notes, . . .
1646129
|
J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities Inc – the Base Indenture together with the Supplement.
Initial Purchasers means Lehman Brothers Inc., Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities Inc .
Insurance Agreement means this agreement.
Insurer means MBIA.
Issuer means Hertz Vehicle Financing LLC.
Interest Rate Hedge Agreement shall have the meaning ascribed to Series 2005-1 Interest Rate
_____________
dt 1494933
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – thereunder, as amended.
Issuer Organizational Document means the HVF LLC Agreement.
Late Payment Rate means, for any date of determination, 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 2%. 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 1480194
;
|
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – dated as of December 21, 2005 among The Hertz Corporation, Hertz General Interest LLC and Hertz Vehicle Financing LLC.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such division shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to
_____________
dt 1518204
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – thereunder, as amended.
Issuer Organizational Document means the HVF LLC Agreement.
Late Payment Rate means, for any date of determination, 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 2%. 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 1480194
;
More... |
| Preview
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Insurance Agreement
Insurance Agreement (94K)
Doc #1646132: Click preview link for longer preview.
INSURANCE AGREEMENT
Among
AMBAC ASSURANCE CORPORATION,
as Insurer,
HERTZ VEHICLE FINANCING LLC,
as Issuer,
and
BNY MIDWEST TRUST COMPANY,
as Trustee
$225,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-1,
$200,000,000 Series 2005-2 4.930% Rental Car Asset Backed Notes, Class A-2,
$275,000,000 Series 2005-2 Floating Rate Rental Car Asset Backed Notes, Class A-3
$100,000,000 Series 2005-2 5.010% Rental Car Asset Backed Notes, Class A-4
$1,125,000,000 Series 2005-2 Floating Rate Rental Car Asset . . .
1646132
|
J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities Inc – the Base Indenture together with the Supplement.
Initial Purchasers means Lehman Brothers Inc., Deutsche Bank AG, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs Credit Partners L.P. and J.P. Morgan Securities Inc .
Insurance Agreement means this agreement.
Insurer means Ambac.
Issuer means Hertz Vehicle Financing LLC.
Interest Rate Hedge Agreement shall have the meaning ascribed to Series 2005-2 Interest Rate
_____________
dt 1494934
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – thereunder, as amended.
Issuer Organizational Document means the HVF LLC Agreement.
Late Payment Rate means, for any date of determination, 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. – 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
3
announced by Citibank, N.A. ) plus 2%. 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 1480195
;
|
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – dated as of December 21, 2005 among The Hertz Corporation, Hertz General Interest LLC and Hertz Vehicle Financing LLC.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such division shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to
_____________
dt 1518205
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – thereunder, as amended.
Issuer Organizational Document means the HVF LLC Agreement.
Late Payment Rate means, for any date of determination, 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. – 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
3
announced by Citibank, N.A. ) plus 2%. 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 1480195
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (140K)
Doc #1722102: Click preview link for longer preview.
MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-R-M,
as Issuer
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually, as Custodian and as Servicer
AFS SENSUB CORP.,
as Seller
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer
INSURANCE AGREEMENT
$1,200,000,000
AmeriCredit Automobile Receivables Trust 2006-R-M
Automobile Receivables Backed Notes
$448,000,000 Class A-1 Notes
$552,000,000 Class A-2 Notes
$200,000,000 Class A-3 Notes . . .
1722102
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J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities Inc – otherwise requires, the rules and regulations thereunder, as amended from time to time.
Underwriters means Credit Suisse Securities (USA) LLC, Lehman Brothers, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc ., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement between the Underwriters and the Seller with respect to the offer and sale of the Obligations, as the
_____________
dt 1495230
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended.
Late Payment Rate means, for any date of determination, 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. – 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
2
announced by Citibank, N.A. ) plus 2%. 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 1480293
;
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McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to
_____________
dt 1518286
;
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – to the Collateral Agent under the Spread Account Agreement.
Commission means the Securities and Exchange Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any
_____________
AmeriCredit Corp. – Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any third party; provided, however, that Corporate Liquidity Pool shall not include any restricted cash balances.
_____________
AmeriCredit Corp. – results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fiscal Agent means the
_____________
AmeriCredit Corp. – the Transaction Documents constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Seller, the Custodian or the Trust, as applicable.
(g) Financial Statements. The Financial Statements of AmeriCredit Corp. , copies of which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the periods referred to therein, complete and correct in all
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AmeriCredit Corp. – are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of AmeriCredit Corp. , as of the dates and for the periods indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied, except as noted therein (subject as
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dt 1548715
;
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (140K)
Doc #1740724: Click preview link for longer preview.
MBIA INSURANCE CORPORATION,
as Insurer
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-R-M,
as Issuer
AMERICREDIT FINANCIAL SERVICES, INC.,
Individually, as Custodian and as Servicer
AFS SENSUB CORP.,
as Seller
WELLS FARGO BANK, NATIONAL ASSOCIATION
as Trustee, as Trust Collateral Agent, as Collateral Agent and Backup Servicer
INSURANCE AGREEMENT
$1,200,000,000
AmeriCredit Automobile Receivables Trust 2006-R-M
Automobile Receivables Backed Notes
$448,000,000 Class A-1 Notes
$552,000,000 Class A-2 Notes
$200,000,000 Class A-3 Notes . . .
1740724
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J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities Inc – otherwise requires, the rules and regulations thereunder, as amended from time to time.
Underwriters means Credit Suisse Securities (USA) LLC, Lehman Brothers, Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities Inc ., and Wachovia Capital Markets, LLC.
Underwriting Agreement means the Underwriting Agreement between the Underwriters and the Seller with respect to the offer and sale of the Obligations, as the
_____________
dt 1495303
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – the context otherwise requires, the rules and regulations thereunder, as amended.
Late Payment Rate means, for any date of determination, 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. – 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
2
announced by Citibank, N.A. ) plus 2%. 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
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dt 1480360
;
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McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – including, unless the context otherwise requires, the rules and regulations thereunder, as amended from time to time.
S&P means Standard & Poors Ratings Services, a division of The McGraw-Hill Companies, Inc ., and any successor thereto, and, if such corporation shall for any reason no longer perform the functions of a securities rating agency, S&P shall be deemed to
_____________
dt 1518740
;
AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – to the Collateral Agent under the Spread Account Agreement.
Commission means the Securities and Exchange Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any
_____________
AmeriCredit Corp. – Commission.
Corporate Liquidity Pool means the sum of (i) cash and cash equivalents held by AmeriCredit Corp. plus (ii) 75% of the aggregate outstanding balance of all receivables owned by AmeriCredit Corp. or AmeriCredit that are not subject to any lien or security interest of any third party; provided, however, that Corporate Liquidity Pool shall not include any restricted cash balances.
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AmeriCredit Corp. – results, or which with the giving of notice or the lapse of time or both would result, in an Insurance Agreement Event of Default.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fiscal Agent means the
_____________
AmeriCredit Corp. – the Transaction Documents constitute the legal, valid and binding obligations of the Servicer, AmeriCredit, the Seller, the Custodian or the Trust, as applicable.
(g) Financial Statements. The Financial Statements of AmeriCredit Corp. , copies of which have been furnished to the Insurer by AmeriCredit, (i) are, as of the dates and for the periods referred to therein, complete and correct in all
_____________
AmeriCredit Corp. – are, as of the dates and for the periods referred to therein, complete and correct in all material respects, (ii) present fairly the financial condition and results of operations of AmeriCredit Corp. , as of the dates and for the periods indicated and (iii) have been prepared in accordance with generally accepted accounting principles consistently applied, except as noted therein (subject as
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dt 1548718
;
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (165K)
Doc #2542638: Click preview link for longer preview.
INSURANCE AGREEMENT
Dated as of September 18, 2006
FINANCIAL GUARANTY INSURANCE COMPANY,
as Insurer,
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-B-G,
as Issuer,
AFS SENSUB CORP.,
as Seller,
AMERICREDIT FINANCIAL SERVICES, INC.
and
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Trustee
AmeriCredit Automobile
Receivables Trust 2006-B-G
Asset Backed Notes
Class A-1 Notes, Class A-2 Notes,
Class A-3 Notes and Class A-4 Notes
2542638
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J.P. Morgan
As referenced in this Insurance Agreement:
J.P. Morgan Securities Inc – time to time.
Underwriter Information shall have the meaning set forth in the Indemnification Agreement.
Underwriters shall mean Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, UBS Securities LLC, J.P. Morgan Securities Inc . and Lehman Brothers Inc.
Underwriting Agreement means the Underwriting Agreement, dated September 14, 2006 among Deutsche Bank Securities Inc., as Representative on behalf of the Underwriters, AmeriCredit and the
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dt 1619720
;
Citibank
As referenced in this Insurance Agreement:
Citibank, N.A. – amended from time to time.
Late Payment Rate means the lesser of (a) the greater of (i) the per annum rate of interest publicly announced from time to time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A.), plus
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Citibank, N.A. – time by Citibank, N.A. as its prime or base lending rate (any change in such rate of interest to be effective on the date such change is announced by Citibank, N.A. ), plus 3% per annum and (ii) the then applicable highest rate of interest on the Notes and (b) the maximum rate permissible under applicable usury or similar laws limiting
_____________
dt 1616747
;
McGraw-Hill Companies
As referenced in this Insurance Agreement:
McGraw-Hill Companies, Inc – the policies and procedures set forth on Schedule C to the Sale and Servicing Agreement, and any amendments thereto.
S&P means Standard & Poors, a division of The McGraw-Hill Companies, Inc ., and any successor thereto.
Spread Account means the account designated as such, established and maintained pursuant to the Spread Account Agreement.
7
Spread Account Agreement means the Spread Account
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dt 1624368
;
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AmeriCredit
As referenced in this Insurance Agreement:
AmeriCredit Corp. – a Business Day, the immediately following Business Day, commencing October 6, 2006.
Event of Default has the meaning specified in Section 5.01 hereof.
Financial Statements means, with respect to AmeriCredit Corp. , the consolidated balance sheets and the statements of income, retained earnings and cash flows and the notes thereto which have been provided to the Insurer.
Fitch means Fitch Inc.,
_____________
AmeriCredit Corp. – be provided to the Insurer the following:
(i) Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp. , the audited consolidated balance sheets of AmeriCredit Corp., and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in
_____________
AmeriCredit Corp. – Annual Financial Statements. As soon as available, and in any event within 120 days after the close of each fiscal year of AmeriCredit Corp., the audited consolidated balance sheets of AmeriCredit Corp. , and its subsidiaries as of the end of such fiscal year and the related audited consolidated statements of income, changes in shareholders equity and cash flows for such fiscal
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AmeriCredit Corp. – respective figures for the corresponding date and period in the preceding fiscal year, prepared in accordance with generally accepted accounting principles, consistently applied, and accompanied by the audit opinion of AmeriCredit Corp. s independent accountants (which shall be nationally recognized independent public accounting firms) and by the certificate specified in Section 2.02(i) hereof.
(ii) Quarterly Financial Statements. As soon as
_____________
AmeriCredit Corp. – i) hereof.
(ii) Quarterly Financial Statements. As soon as available, and in any event within 90 days after each of the first three fiscal quarters of each fiscal year of AmeriCredit Corp. , the unaudited consolidated balance sheets of AmeriCredit Corp. and its subsidiaries as of the end of such fiscal quarter and the related unaudited consolidated statements of income, changes in
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dt 1633358
;
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Subscribers | 2006 |
Insurance Agreement
Insurance Agreement (165K)
Doc #2542679: Click preview link for longer preview.
INSURANCE AGREEMENT
Dated as of September 18, 2006
FINANCIAL GUARANTY INSURANCE COMPANY,
as Insurer,
AMERICREDIT AUTOMOBILE RECEIVABLES TRUST 2006-B-G,
as Issuer,
AFS SENSUB CORP.,
as Seller,
AMERICREDIT FINANCIAL SERVICES, INC.
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