Liquidity Reserve Account. (i) The Master Trust Trustee, for the benefit of the Seller, shall establish on or prior to the commencement of an Early Amortization Period and maintain or cause to be established and maintained in the name of the Master Trust Trustee, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Seller (the "Liquidity Reserve Account"). The Seller shall possess all right, title and interest in all funds on deposit from time to time in the Liquidity Reserve Account and in all proceeds thereof; provided, however, that no funds on deposit in the Liquidity Reserve Account shall be paid to the Seller if such payment would reduce the funds in such account below an amount equal to the Available Subordinated Amount. Pursuant to authority granted to it pursuant to Section 3.01(b) of the Agreement, the Servicer shall have the revocable power to instruct the Master Trust Trustee to withdraw funds from the Liquidity Reserve Account for the purpose of fulfilling the obligations of the Seller under this Series Supplement and the Agreement. The Servicer at all times shall maintain accurate records reflecting transactions in the Liquidity Reserve Account.
(ii) Funds on deposit in the Liquidity Reserve Account overnight or for a longer period shall at all times be invested in Eligible Investments at the direction of the Seller or its agent, subject to the restrictions set forth in the Agreement. Any Eligible Investment with a stated maturity shall mature on or prior to the following Transfer Date. All net interest and earnings (less investment expenses) on funds on deposit in the Liquidity Reserve Account, if any, shall be paid to the Seller. On any Transfer Date on which the amount on deposit in the Liquidity Reserve Account exceeds the Available Subordinated Amount as of the end of such Transfer Date, the Servicer shall withdraw the amount of such excess from the Liquidity Reserve Account and allocate and pay such excess to the Seller.
Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the “Liquidity Reserve Account”), which shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or before the applicable Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $7,867,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1(a)(ix). If the bank with which the Liquidity Reserve Account is held ceases to be an Eligible Financial Institution, the Trustee shall within five (5) days of obtaining actual knowledge of such cessation and the identity of the replacement Eligible Financial Institution selected by the Issuer, transfer the Liquidity Reserve Account to an account maintained with a replacement Eligible Financial Institution selected by the Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account pursuant to this Indenture shall be held by the Trustee as part of the Collateral for the exclusi...
Liquidity Reserve Account. (a) On the Closing Date, the Issuer shall cause an amount not less than the Liquidity Reserve Account Initial Deposit to be deposited by the Indenture Trustee into the Liquidity Reserve Account.
(b) If the amount on deposit in the Liquidity Reserve Account on any Payment Date (after giving effect to all deposits thereto or withdrawals therefrom on such Payment Date) is greater than the Liquidity Reserve Account Target Amount for such Payment Date, the Manager shall instruct the Indenture Trustee to withdraw such amount from the Liquidity Reserve Account and apply it as Available Funds for such Payment Date as set forth in the Payment Date Report.
(c) Without duplication, in the event that the Available Funds for a Payment Date are not sufficient to make the full amount of the payments and deposits required pursuant to Sections 8.6(i)(A) through (C) on such Payment Date, the Manager shall instruct the Paying Agent on behalf of the Indenture Trustee to withdraw from the Liquidity Reserve Account on such Payment Date an amount equal to such shortfall, to the extent of funds available therein, and pay or deposit such amount according to the priorities set forth in Sections 8.6(i)(A) through (C). In addition, if Section 8.6(ii) applies, all amounts shall be withdrawn from the Liquidity Reserve Account and applied as provided in Section 8.6(ii), as set forth in the Payment Date Report.
(d) Following the payment in full of the aggregate Outstanding Amount of the Notes and of all other amounts owing or to be distributed hereunder to Noteholders and the Hedge Counterparties, any amount remaining on deposit in the Liquidity Reserve Account shall be distributed to the Issuer free and clear of the lien of this Indenture upon written direction to the Indenture Trustee by the Manager.
Liquidity Reserve Account. The Company, in its discretion, may establish a liquidity reserve (the “Liquidity Reserve”) from which to fund Servicing Expenses other than litigation costs and expenses. If the Company elects to establish a Liquidity Reserve it shall establish a Liquidity Reserve Account. The Liquidity Reserve Account shall be held in trust for the benefit of Participant and the Company and shall be established and maintained for the sole purpose of holding and distributing the Liquidity Reserve funds. The Company may fund the Liquidity Reserve with such portion of the Loan Proceeds as it deems appropriate, in the exercise of its reasonable discretion. Such determination will be made at the beginning of each month and, if the Company determines to fund the Liquidity Reserve Account for that month, it will fund such amount for such month in accordance with the provisions of Section 3.03(a). At any time after the Company funds the Liquidity Reserve Account, the Company may, in the exercise of its reasonable discretion, determine to release some or all of the funds from the Liquidity Reserve Account and move such funds from the Liquidity Reserve Account to the Litigation Reserve Account or allocate and distribute such released funds in accordance with Section 4.01. At the time of the Final Distribution, all remaining funds held in the Liquidity Reserve Account shall be allocated and distributed in accordance with Section 4.01. Amounts on deposit in the Liquidity Reserve Account shall be invested in Permitted Investments, shall not be used to pay costs or expenses other than Servicing Expenses (excluding litigation costs and expenses), and shall be used to pay Servicing Expenses (other than litigation costs and expenses) only in any month in which the Loan Proceeds received during that month do not provide sufficient cash to pay all Servicing Expenses due and payable (without prepayment) during that month. No funds from any other source (other than interest or earnings on the funds held in the Liquidity Reserve Account) shall be commingled in the Liquidity Reserve Account. Amounts on deposit in the Liquidity Reserve Account (including interest and earnings thereon) shall be used and may be withdrawn and disbursed only in accordance with the provisions of this Section. The Servicer shall be authorized and directed to withdraw funds from the Liquidity Reserve Account only to make disbursements in accordance with this Agreement and not for any other purpose. The Liquidity Reser...
Liquidity Reserve Account. (a) On the Closing Date, the Issuer shall deposit (or cause to be deposited) in the Liquidity Reserve Account, cash in an amount equal to the Liquidity Reserve Target Amount as of the Closing Date out of the Net Proceeds of the issuance of the Equipment Notes received on the Closing Date and/or from funds contributed by the Member to the Issuer as equity on or prior to such date.
(b) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, if the Balance in the Liquidity Reserve Account is less than the Liquidity Reserve Target Amount as of such Payment Date, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, deposit funds into the Liquidity Reserve Account in order to restore the Balance therein to the Liquidity Reserve Target Amount as of such Payment Date, to the extent of the Available Collections Amount as provided in the Flow of Funds.
(c) For each Payment Date on which there will be a Stated Interest Shortfall (as defined in Section 3.10(d)(i)) in respect of the Equipment Notes, the Indenture Trustee shall, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, withdraw from the Liquidity Reserve Account and deposit in the Collections Account, for allocation as part of Available Collections on the related Payment Date, an amount equal to the lesser of (i) the aggregate amount of such Stated Interest Shortfall for the Equipment Notes and (ii) the Balance in the Liquidity Reserve Account. The excess of the Stated Interest Shortfall over the Balance so allocated that remains available to pay Stated Interest after allocation of the Available Collections Amount to items senior to Stated Interest in the Flow of Funds shall be the “Net Stated Interest Shortfall” for the Equipment Notes and shall be added to the Stated Interest Amount for the next succeeding Payment Date.
(d) On each Payment Date on which the Available Collections Amount is to be distributed pursuant to the Flow of Funds, before making any distributions pursuant thereto, the Indenture Trustee, in accordance with the Payment Date Schedule delivered pursuant to Section 3.10(e) hereof, shall deposit in the Collections Account the excess, if any, of (A) the Balance in the Liquidity Reserve Account (after giving effect to any withdrawals therefrom to be made on such Payment Date pursuant to Section 3.04(c)) over (B) the Liquidity Reser...
Liquidity Reserve Account. Subject to the further provisions of this Section 3.01(a), the Trustee shall, upon receipt or upon transfer from another account, as the case may be, deposit into such accounts all amounts received by it which are required to be deposited therein in accordance with the provisions of this Indenture. All such amounts and all investments made with such amounts, including all income and other gain from such investments, shall be held by the Trustee in such accounts as part of the Trust Estate as herein provided, subject to withdrawal by the Trustee in accordance with, and for the purposes specified in the provisions of, this Indenture.
Liquidity Reserve Account. Deposits to the Liquidity Reserve Account. On the Commercial Operation Date, to the extent of funds then available in the Revenue Account at Waterfall Level (6), there shall be deposited into the Liquidity Reserve Account the LRA Requirement. To the extent that funds available at Waterfall Level (6) on the Commercial Operation Date are insufficient to deposit the full LRA Requirement in the Liquidity Reserve Account on the Commercial Operation Date or if on any Repayment Date the balance in the Liquidity Reserve Account is less than the LRA Requirement, there shall be deposited all amounts in excess of the amounts applied pursuant to Waterfall Levels (1)-(5) in the Liquidity Reserve Account until the balance in the Liquidity Reserve Account is equal to the LRA Requirement.
Liquidity Reserve Account. Borrower hereby requests that Lender instruct Depositary to withdraw from the Liquidity Reserve Account the following amounts and to apply such amounts to the following uses as follows: On [Monthly Date]: ¨ Pursuant to Waterfall Level (2), transfer $ to Lender for payment of all reimbursable amounts currently payable to Lender in connection with the Credit Documents. On [date when such payments are due]: ¨ Pursuant to Waterfall Level (3), transfer $ to Lender for payment of interest currently due on the Loans and on other amounts accruing interest under the Credit Documents. On [Repayment Date]: ¨ Pursuant to Waterfall Level (4), transfer $ to Lender for repayment of principal of the Loans. ¨ INSURANCE PROCEEDS ACCOUNT [Only if the conditions in Section 7.9.3 of the Credit Agreement have been met and Lender has duly approved the making of repairs or restoration:] Borrower hereby requests that Lender instruct Depositary to withdraw from the Insurance Proceeds Account and transfer $ to the designated payee(s) specified on Schedule I hereto, using the account information, the address(es) and/or the wiring instructions set forth therein, to pay or reimburse such Person(s) for the costs associated with repairs or restoration of the Project related to the Casualty Event as described on Schedule I hereto, on , 20 . Borrower makes the following certifications with respect to the transfer(s) requested above:
Liquidity Reserve Account. (a) In its sole discretion, in accordance with Section 3.10(a) of the Depositary Agreement, fund the Liquidity Reserve Account on any Semi-Annual Payment Date in an amount up to a credit balance of $7,000,000 (and, for the avoidance of doubt, the Borrower shall not be required to make any transfers of funds to the Liquidity Reserve Account).
(b) In its sole discretion, use the proceeds of the Liquidity Reserve Account for working capital and general corporate purposes (including Major Maintenance Expenses, O&M Costs and Capital Expenditures and any debt service of the Borrower but not for the purposes of making any Restricted Payment to Holdings, the Sponsor or any of their respective Affiliates other than the Borrower or any Subsidiary Guarantor), which may include transfers to any Account or any Local Account but excluding any direct transfers to the Distribution Account.
Liquidity Reserve Account. Confirmation that the Liquidity Reserve Account has been funded to the Liquidity Reserve Target Amount on the Funding Date.
