Common use of Investment of Funds on Deposit in the Bank Accounts Clause in Contracts

Investment of Funds on Deposit in the Bank Accounts. (a) For so long as no Default or Event of Default has occurred and is continuing, funds on deposit in the Collection Account (but not amounts in the Principal Payment Account) and in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case without requiring any action by the Indenture Trustee. The Servicer and the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds on deposit in a Bank Account to the Qualified Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution maintaining such Bank Account, the Qualified Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds on deposit in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds on deposit in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the Payment Date on which such Collections are required to be distributed under the Indenture. Permitted Investments of funds on deposit in the Reserve Account will mature no later than the Business Day preceding the first Payment Date on which Collections are required to be distributed following the date of investment, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if Rating Agency Confirmation has been obtained with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred thereon (other than in the capacity as obligor thereon, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds on deposit in the Bank Accounts: (i) any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution maintaining the applicable account in accordance with such institution's customary procedures such that the institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds on Deposit in the Bank Accounts. (a) For so long as no Default or Event of Default has occurred and is continuing, funds Collections on deposit in the Collection Account (but not amounts in the Principal Payment Account) and funds on deposit in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution or Qualified Trust Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case without requiring any action by the Indenture Trustee. The Servicer and the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds on deposit in a Bank Account to the Qualified Institution or Qualified Trust Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution or Qualified Trust Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution or Qualified Trust Institution maintaining such Bank Account, the Qualified Institution or Qualified Trust Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds on deposit in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds Collections on deposit in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the Payment Date on which such Collections are required to be distributed under the Indenture. Permitted Investments of funds on deposit in the Reserve Account will mature no later than the Business Day preceding the first Payment Date on which Collections are required to be distributed following the date of investment, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if Rating Agency Confirmation has been obtained with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution or Qualified Trust Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred thereon (other than in the capacity as obligor thereon, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds on deposit in the Bank Accounts: (i) any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the applicable account in accordance with such institution's customary procedures such that the institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution or Qualified Trust Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.

Investment of Funds on Deposit in the Bank Accounts. (a) For so long as no Default or Event of Default has occurred and is continuing, funds Collections on deposit in the Collection Account (but not amounts in the Principal Payment Account) and funds on deposit in the Reserve Account will, to the extent permitted by law, be invested in Permitted Investments by the Qualified Institution or Qualified Trust Institution maintaining such accounts as directed by the Servicer with respect to the Collection Account, and as directed by the Depositor or by any Person appointed by the Depositor with respect to the Reserve Account, in each case without requiring any action by the Indenture Trustee. The Servicer and the Depositor, as applicable, may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any such action, with respect to any matters available to the holder of such Permitted Investments. (b) If (i) the Servicer, with respect to the Collection Account and the Principal Payment Account, or the Depositor, with respect to the Reserve Account, fails to give investment directions for any funds on deposit in a Bank Account to the Qualified Institution or Qualified Trust Institution maintaining such Bank Account by 11:00 a.m. New York time (or such other time as may be agreed by the Issuer and such Qualified Institution or Qualified Trust Institution) on the Business Day preceding a Payment Date or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice to the Qualified Institution or Qualified Trust Institution maintaining such Bank Account, the Qualified Institution or Qualified Trust Institution maintaining such Bank Account will, pursuant to the Control Agreement, to the fullest extent practicable, invest and reinvest funds on deposit in such Bank Account in one or more investments described in clause (b) of the definition of Permitted Investments. (c) Permitted Investments of funds Collections on deposit in the Collection Account (or any reinvestments of such Permitted Investments) will mature no later than the Business Day preceding the Payment Date on or which such Collections are required to be distributed under the Indenture. Permitted Investments of funds on deposit in the Reserve Account will mature no later than the Business Day preceding the first Payment Date on which Collections are required to be distributed following the date of investment, except that such funds may be invested in Permitted Investments that will not mature before the next Payment Date if Rating Agency Confirmation has been obtained with respect to the investment. Permitted Investments will be held to their maturity, except that Permitted Investments may be sold or disposed of before their maturity in connection with the sale or liquidation of the Collateral following an Event of Default as provided in Section 5.6 of the Indenture. All interest and other income (net of losses and investment expenses) on funds on deposit in the Bank Accounts will be paid to the Servicer on each Payment Date pursuant to Section 3.5. (d) None of the Depositor, the Servicer or the Qualified Institution or Qualified Trust Institution maintaining any Bank Account will be liable for the selection of Permitted Investments or for investment losses incurred thereon (other than in the capacity as obligor thereon, if applicable). (e) Neither the Servicer, with respect to the Collection Account and the Principal Payment Account, nor the Depositor, with respect to the Reserve Account, will direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in such account unless the security interest Granted and perfected in such account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such sale, in each case without any further action by any Person. (f) With respect to funds on deposit in the Bank Accounts: (i) any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be physically delivered to, or credited to an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining the applicable account in accordance with such institution's customary procedures such that the institution establishes a "securities entitlement" in favor of the Indenture Trustee with respect to such funds or property; and (ii) any funds or property that are held in deposit accounts will be held solely in the name of the Indenture Trustee at one or more depository institutions having the Required Ratings, each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee will have sole signature authority with respect to each such deposit account. (g) The Servicer, with respect to the Collection Account and the Principal Payment Account, and the Depositor, with respect to the Reserve Account, will ensure that the Qualified Institution or Qualified Trust Institution maintaining each such account, in its capacity as securities intermediary, agrees in the Control Agreement that each item of property credited to each such account will be treated as a "financial asset" within the meaning of Section 8-102(a)(9) of the UCC.