Common use of Cash Reserve Account Clause in Contracts

Cash Reserve Account. (a) From time to time after the date hereof, the Borrower may enter into one or more Cash Reserve Account Agreements and open and maintain a segregated trust account (any such account, a “Cash Reserve Account”) at the Lender’s Bank, for the receipt of amounts representing any Cash Reserves funded with respect to any Pool B Contract. The Servicer shall promptly deposit into the Cash Reserve Account, all Cash Reserves related to Pledged Pool B Receivables which are in the possession of, or come into the possession of, the Servicer or the Originator. Monies received in any Cash Reserve Account shall be invested in Permitted Investments at the written direction of the Servicer or the Lender (as determined in accordance with the Cash Reserve Account Agreement) during the term of this Agreement, and any income or other gain realized from such investment shall be held in such Cash Reserve Account, subject to disbursement and withdrawal as herein provided. No such Permitted Investment shall mature later than the Business Day preceding the next following Remittance Date and shall not be sold or disposed of prior to its maturity. Monies shall be subject to withdrawal in accordance with Section 2.06(d) hereof. (b) The Servicer shall provide to the Borrower monthly written confirmation of investments of funds held in each Cash Reserve Account, describing the Permitted Investments in which such amounts have been invested. Any funds not so invested shall be insured by the Federal Deposit Insurance Corporation. (c) If any amounts invested as provided in Section 2.06(a) hereof shall be subject to disbursement from a Cash Reserve Account as set forth in Section 2.06(d) hereof, the Servicer shall cause such investments of such Cash Reserve Account to be sold or otherwise converted to cash to the credit of such Cash Reserve Account. The Servicer shall not be liable for any investment loss resulting from investment of money in the Cash Reserve Account in any Permitted Investment in accordance with the terms hereof (other than in its capacity as obligor under any Permitted Investment and other than to the extent such loss results from the gross negligence or willful misconduct of the Servicer). (d) Disbursements from any Cash Reserve Account shall be made, to the extent funds therefore are available, only as follows: (i) for deposit in the Collection Account in accordance with the direction of the Servicer prior to 2:00 p.m. New York time on the Business Day prior to any Remittance Date to the extent that the Servicer, in accordance with the terms of a Pool B Contract, has determined that amounts in respect of a Cash Reserve shall be applied as full or partial Recoveries or, in its discretion, as a full or partial Scheduled Payment under such Pool B Contract; (ii) the Cash Reserve with respect to a Pool B Contract shall be paid to or upon the order of the Servicer at any time that the related Pool B Loan has been repaid in full and the Pool B Contract with respect to which such Cash Reserve has been made is no longer a Pledged Receivable, whether through maturity of such Contract or repurchase by the Servicer, for further disposition by the Servicer in accordance with the terms of the related Pool B Contract or applicable law; and (iii) any amounts remaining in the Cash Reserve Account upon the Collection Date shall be distributed to or at the direction of the Servicer for further disposition in accordance with the terms of the related Pool B Contract or applicable law.

Cash Reserve Account. (a) From time to time after At all times from the date hereof, Fourth Amendment Closing Date until the Borrower may enter into one or more Cash Reserve Account Agreements and open and Release Date, Borrower shall maintain a segregated trust account (any such account, a “Cash Reserve Account”) on deposit at the Lender’s Bank, for the receipt of amounts representing any Cash Reserves funded with respect to any Pool B Contract. The Servicer shall promptly deposit into least $7,500,000 in immediately available funds in the Cash Reserve Account, shall at all Cash Reserves related times prior to Pledged Pool B Receivables which are in the possession of, or come into the possession of, the Servicer or the Originator. Monies received in any Cash Reserve Account shall be invested in Permitted Investments at the written direction of the Servicer or the Lender (as determined in accordance with the Cash Reserve Account Agreement) during Release Date maintain the term of this Agreement, and any income or other gain realized from such investment shall be held in such Cash Reserve Account, subject to disbursement and withdrawal as herein provided. No such Permitted Investment shall mature later than the Business Day preceding the next following Remittance Date and shall not be sold or disposed of prior to its maturity. Monies shall be subject to withdrawal in accordance with Section 2.06(d) hereof. (b) The Servicer shall provide to the Borrower monthly written confirmation of investments of funds held in each Cash Reserve Account, describing the Permitted Investments in which such amounts have been invested. Any funds not so invested shall be insured by the Federal Deposit Insurance Corporation. (c) If any amounts invested as provided in Section 2.06(a) hereof shall be subject to disbursement from a Cash Reserve Account as set forth in Section 2.06(d) hereofand not use the Cash Reserve Account for any purpose other than holding the funds described above, and shall at all times until the Servicer shall Cash Reserve Account Release Date cause such investments of such the Cash Reserve Account to be sold or otherwise converted subject to cash a deposit account control agreement among Borrower, Agent and the depositary bank at which the Cash Reserve Account is established pursuant to which the Cash Reserve Account is under the sole dominion and control of Agent. Absent the consent of Agent and Required Lenders to the credit contrary following the Fourth Amendment Closing Date (which may be given or withheld in their sole discretion), upon the earlier of (x) September 30, 2016 (or such later date not more than thirty (30) days thereafter as may be agreed by Agent in its sole discretion) and (y) the occurrence and continuation of an Event of Default on or after the Fourth Amendment Closing Date (or Agent or Borrower acquiring knowledge following the Fourth Amendment Closing Date of any Event of Default that was in existence on or prior to the Fourth Amendment Closing Date), Borrower authorizes Agent to direct the depository bank at which the Cash Reserve AccountAccount is established to remit all funds therein to Agent (and shall take any action that may be requested by Agent (including issuing its own direction to depository bank to remit such funds to Agent) in order to cause such funds to be remitted to Agent) for application to the Term Loans as a voluntary prepayment thereof, to be applied (i) pro rata to the then outstanding principal amount of the Term A Loans and Term B Loans, and (ii) as to the amounts applied to the Term A Loans and Term B Loans, be applied to the scheduled installments thereof in the inverse order of maturity (provided, for the avoidance of doubt, that if Agent receives the funds from the Cash Reserve Account following the occurrence of an Acceleration Event, such funds shall instead be applied in accordance with Section 2.12.2(b)). The Servicer shall not be liable for any investment loss resulting from investment If, in connection with the award of money a Department of Education Contract to a Loan Party, or otherwise, Agent and Required Lenders agree in their sole discretion following the Fourth Amendment Closing Date that all or a portion of the funds then on deposit in the Cash Reserve Account may be released to the Borrower, then Agent shall direct the depositary bank in any Permitted Investment in accordance with respect of the terms hereof Cash Reserve Account to remit such funds to the Borrower or another Loan Party at a deposit account mutually agreed by Agent and Borrower (other than in its capacity as obligor under any Permitted Investment and other than and, to the extent such loss results from that Agent and Required Lenders agree in their sole discretion that all funds may be released to the gross negligence or willful misconduct Borrower, following the release of all funds therefrom Agent shall authorize the termination of the Servicerdeposit account control agreement in respect of the Cash Reserve Account and concurrently therewith Borrower shall cause the Cash Reserve Account to be closed). (dk) Disbursements from any Cash Reserve Account shall be made, Section 7.5(a) of the Credit Agreement is amended by replacing the reference to "December 2016 Compliance Date" set forth therein with a reference to "June 2017 Compliance Date". (l) Section 7.14.1 of the extent funds therefore are available, only Credit Agreement is amended and restated in its entirety as follows: (i) for deposit in the Collection Account in accordance with the direction of the Servicer prior to 2:00 p.m. New York time on the Business Day prior to any Remittance Date to the extent that the Servicer, in accordance with the terms of a Pool B Contract, has determined that amounts in respect of a Cash Reserve shall be applied as full or partial Recoveries or, in its discretion, as a full or partial Scheduled Payment under such Pool B Contract; (ii) the Cash Reserve with respect to a Pool B Contract shall be paid to or upon the order of the Servicer at any time that the related Pool B Loan has been repaid in full and the Pool B Contract with respect to which such Cash Reserve has been made is no longer a Pledged Receivable, whether through maturity of such Contract or repurchase by the Servicer, for further disposition by the Servicer in accordance with the terms of the related Pool B Contract or applicable law; and (iii) any amounts remaining in the Cash Reserve Account upon the Collection Date shall be distributed to or at the direction of the Servicer for further disposition in accordance with the terms of the related Pool B Contract or applicable law.

Cash Reserve Account. (a) From time The Borrower, for the benefit of the Collateral Agent and the Lenders, hereby establishes and agrees to time after maintain in the name of the Borrower an account until the date hereofupon which Borrower’s Obligations are extinguished entitled “Key Equipment Finance Inc., the Borrower may enter into one or more as Collateral Agent, Cash Reserve Account Agreements and open and maintain a segregated trust account of LEAF III B SPE, LLC” (any such account, a the “Cash Reserve Account”) ), bearing a designation clearly indicating that the funds deposited therein are subject to the Lien of the Collateral Agent for the benefit of the Lenders. The Cash Reserve Account shall initially be established with and maintained at the Lender’s Bank, for the receipt of amounts representing any Cash Reserves funded with respect to any Pool B Contract. Paying Agent. (b) The Servicer shall promptly funds on deposit into in the Cash Reserve AccountAccount may be invested in Eligible Investments at the direction of the Borrower, all Cash Reserves related to Pledged Pool B Receivables which are or, during the continuation of an Event of Default, solely at the direction of the Collateral Agent. Other than as agreed upon between the Collateral Agent and the Borrower, funds on deposit in the possession of, or come into the possession of, the Servicer or the Originator. Monies received in any Cash Reserve Account shall be invested in Permitted Eligible Investments that will mature so that such funds will be available at the written direction close of business on the Servicer or Business Day immediately preceding the Lender (as determined in accordance following Payment Date. All Eligible Investments purchased with funds from the Cash Reserve Account Agreement) during the term of this Agreement, and any income or other gain realized from such investment shall will be held in such Cash Reserve Account, subject to disbursement and withdrawal as herein provided. No such Permitted Investment shall mature later than the Business Day preceding the next following Remittance Date and shall not be sold or disposed of prior to its maturity. Monies shall be subject to withdrawal in accordance with Section 2.06(d) hereof. (b) The Servicer shall provide to the Borrower monthly written confirmation of investments of funds held in each Cash Reserve Account, describing the Permitted Investments in which such amounts have been invested. Any funds not so invested shall be insured by the Federal Deposit Insurance Corporation. (c) If any amounts invested as provided The Borrower shall possess all right, title and interest in Section 2.06(a) hereof shall be subject all property on deposit from time to disbursement from a Cash Reserve Account as set forth in Section 2.06(d) hereof, the Servicer shall cause such investments of such Cash Reserve Account to be sold or otherwise converted to cash to the credit of such Cash Reserve Account. The Servicer shall not be liable for any investment loss resulting from investment of money time in the Cash Reserve Account and in any Permitted Investment in accordance all proceeds thereof and all such funds, investments, proceeds, income and other property (collectively, the “Reserve Account Property”) shall be part of the Collateral. Except as otherwise provided herein, the Cash Reserve Account shall be under the control of the Paying Agent for the benefit of the Collateral Agent and Lenders. In the event that the Cash Reserve Account is not to be maintained with the terms hereof (other than Paying Agent, the Borrower shall notify the Collateral Agent in its capacity as obligor under any Permitted Investment writing prior to such transfer and request the Collateral Agent’s consent to such transfer and, upon receipt of such consent, shall cause the depository to execute such control agreements and other than to instruments of similar import as the extent such loss results from the gross negligence or willful misconduct of the Servicer)Collateral Agent shall have reasonably requested. (d) Disbursements from The Collateral Agent shall not enter into any Cash subordination or intercreditor agreement with respect to the Reserve Account shall be madeProperty other than, to the extent funds therefore are availableapplicable, only this Agreement or as follows: (i) for deposit in the Collection Account in accordance with the direction of the Servicer prior to 2:00 p.m. New York time on the Business Day prior to any Remittance Date to the extent that the Servicer, in accordance with the terms of a Pool B Contract, has determined that amounts in respect of a Cash Reserve shall be applied as full or partial Recoveries or, in its discretion, as a full or partial Scheduled Payment under such Pool B Contract; (ii) the Cash Reserve with respect to a Pool B Contract shall be paid to or upon the order of the Servicer at any time that the related Pool B Loan has been repaid in full and the Pool B Contract with respect to which such Cash Reserve has been made is no longer a Pledged Receivable, whether through maturity of such Contract or repurchase contemplated by the Servicer, for further disposition by the Servicer in accordance with the terms of the related Pool B Contract or applicable law; and (iii) any amounts remaining in the Cash Reserve Account upon the Collection Date shall be distributed to or at the direction of the Servicer for further disposition in accordance with the terms of the related Pool B Contract or applicable lawTransaction Documents.

Cash Reserve Account. (a) From time to time after On the date hereofIssue Date, the Borrower may enter Issuer shall deposit, or cause to be deposited, funds equal to the Initial Cash Reserve Amount into one or more the Cash Reserve Account Agreements and open and maintain a segregated trust account (any such accountand, a “on the date of issuance of the Additional Securities, the Issuer shall deposit, or cause to be deposited, funds equal to the Additional Cash Reserve Account”) at the Lender’s Bank, for the receipt of amounts representing any Cash Reserves funded with respect to any Pool B Contract. The Servicer shall promptly deposit Amount into the Cash Reserve Account. For so long as the Securities are outstanding, all the Trustee shall maintain the Cash Reserves related to Pledged Pool B Receivables which are Reserve Account. The Trustee shall not withdraw funds from or invest funds in the possession of, or come into the possession of, the Servicer or the Originator. Monies received in any Cash Reserve Account and shall not permit any other Person to withdraw funds from or invest funds in the Cash Reserve Account, except (a) absent the occurrence and continuance of an Event of Default, the funds in the Cash Reserve Account may be invested in Permitted Investments Cash Equivalents at the written direction of the Servicer or the Lender (as determined in accordance with the Cash Reserve Account Agreement) during the term of this AgreementIssuer, and any income or other gain realized from such investment shall be held in such Cash Reserve Account, subject to disbursement and withdrawal as herein provided. No such Permitted Investment shall mature later than the Business Day preceding the next following Remittance Date and shall not be sold or disposed of prior to its maturity. Monies shall be subject to withdrawal in accordance with Section 2.06(d) hereof. (b) The Servicer shall provide to after the Borrower monthly written confirmation occurrence and during the continuance of investments any Event of funds held in each Cash Reserve AccountDefault, describing acting at the Permitted Investments in which such amounts have been invested. Any funds not so invested shall be insured by direction of the Federal Deposit Insurance Corporation. (c) If any amounts invested as provided in Section 2.06(a) hereof shall be subject to disbursement from Holders of a Cash Reserve Account as set forth in Section 2.06(d) hereofmajority of the aggregate principal amount of the Securities then outstanding, the Servicer Trustee shall cause such investments of such apply the Cash Reserve Account to be sold or otherwise converted to cash to the credit of such Cash Reserve Account. The Servicer shall not be liable for any investment loss resulting from investment of money Equivalents in the Cash Reserve Account in any Permitted Investment in accordance with the terms hereof (other than in its capacity as obligor under any Permitted Investment and other than to the extent such loss results from the gross negligence Obligations or willful misconduct (c) upon written request of the Servicer). Issuer to the Trustee, as evidenced by an Officers’ Certificate (d) Disbursements from any including the calculation of the then-applicable Cash Reserve Account Amount), the Trustee shall be made, to the extent funds therefore are available, only as follows: (i) for deposit in the Collection Account in accordance with the direction of the Servicer prior to 2:00 p.m. New York time on the Business Day prior to any Remittance Date to the extent that the Servicer, in accordance with the terms of a Pool B Contract, has determined that amounts in respect of a remit Cash Reserve shall be applied as full or partial Recoveries or, in its discretion, as a full or partial Scheduled Payment under such Pool B Contract; (ii) the Cash Reserve with respect to a Pool B Contract shall be paid to or upon the order of the Servicer at any time that the related Pool B Loan has been repaid in full and the Pool B Contract with respect to which such Cash Reserve has been made is no longer a Pledged Receivable, whether through maturity of such Contract or repurchase by the Servicer, for further disposition by the Servicer in accordance with the terms of the related Pool B Contract or applicable law; and (iii) any amounts remaining Equivalents in the Cash Reserve Account upon the Collection Date shall be distributed to to, or at the written direction of, the Issuer in an amount not greater than the excess (if any) above the then-applicable Cash Reserve Amount. Upon the release of the Servicer Notes Collateral from the Lien and security interest created by the Security Documents pursuant to Section 11.02(a)(v) or Section 11.08, the Trustee shall remit Cash Equivalents in the Cash Reserve Account to, or at the written direction of, the Issuer. The Trustee will not be responsible for further disposition the costs of any such investments, and shall have no liability for any investment losses, including any market loss on any investment liquidated prior to maturity in accordance with order to make a payment required hereunder. All of such costs shall be charged against the terms funds on deposit in the Cash Reserve Account. With respect to any direction or notice in respect of the related Pool B Contract investment of any funds in the Cash Reserve Account received by the Trustee after 10:00 A.M., New York City time, the Trustee shall not be required to effect such investment instruction until the following Business Day. All amounts earned on the investments of funds in the Cash Reserve Account will be treated as income of the Issuer for United States federal income tax purposes. The Issuer acknowledges that, to the extent regulations of the Comptroller of the Currency, or other applicable regulatory entity, grant the Issuer the right to receive individual confirmations of security transactions at no additional cost, as they occur, the Issuer specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Issuer with periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.