Common use of Liquidity Reserve Account Clause in Contracts

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 exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

Liquidity Reserve Account. The Issuer (a) On or prior to the date hereof, the Indenture Trustee shall establish with the Trustee and the Trustee shall maintain at Citibank, N.A. a segregated trust account identified as the “Liquidity Reserve Account” (the “Liquidity Reserve Account”), which shall be in its name, as Indenture Trustee for the name benefit of all Noteholders, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Trustee “Noteholders and the Issuers as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institutiontheir interests may appear.. At all times, for the receipt of funds deposited into the Liquidity Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account. . (b) On or before the applicable Series 2019-1 Closing Date, the Issuer Issuers shall deposit or cause to be deposited into in the Liquidity Reserve Account an amount equal to $500,000. After the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $7,867,000. ThereafterSeries 2019-1 Closing Date, the Trustee shall Issuers may (directly or indirectly) deposit to additional amounts into the Liquidity Reserve Account on any subsequent Series Closing Date; provided that 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 funds used for 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 deposits are 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 otherwise subject to the Noteholders out Lien of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Funds on deposit Indenture. (c) All amounts held in the Liquidity Reserve Account shall be invested in Eligible Permitted Investments at as directed by the written Property Manager, or if no such direction is received, shall be held uninvested. (d) If on any Determination Date, a shortfall exists, solely with respect to the Collateral Pool Expenses or Note Interest with respect to any Series of Notes, in each case due and payable on the Issuer. On the day preceding each related Payment Date, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any interest or other earnings realized on funds such shortfall amount and (y) the amount then on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Payment Account. The maximum permissible maturity or, if applicableto be applied as part of the Available Amount in respect of such Payment Date. (e) Upon the commencement of an Early Amortization Period, the latest redemption date of any Eligible Investments made with amounts on deposit remaining in the Liquidity Reserve Account shall be not later than remitted to the Business Day preceding Payment Account for application by the next succeeding Indenture Trustee as part of the Available Amount in accordance with Section 2.11(b). (f) On any Payment Date or Redemption Date. All monies deposited from time after any Class of any Series of Notes that has a then-current rating of AAA(sf) by S&P has been repaid in full, the Property Manager shall have the right to time direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the direction of the Issuers. Upon such direction of the Property Manager pursuant to this Section 2.23(f), the Indenture Trustee shall be release any and all amounts held by the Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this free and clear of the lien of the Indenture, including Section 13.2 of this Indentureand such funds shall no longer constitute Collateral.

Liquidity Reserve Account. The Issuer shall establish with Borrower hereby grants a security interest to 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 InstitutionCollateral Agent, for the receipt benefit of the Secured Parties, in the Class A Liquidity Reserve Account and all amounts and investments on deposit or held therein to secure all Obligations of the Borrower to the Secured Parties under this Agreement and the other Transaction Documents. The Borrower, the Collateral Agent and the Class A Liquidity Reserve Account Bank shall agree that the Collateral Agent shall have exclusive dominion and control over the Class A Liquidity Reserve Account and that the Class A Liquidity Reserve Account Bank will comply with instructions originated by the Collateral Agent (i) directing disposition of the funds deposited into or (ii) directing transfer or redemption of the financial assets in the Class A Liquidity Reserve Account without further consent by the Borrower or any Marvel Company but with notice thereto; provided, that until the Collateral Agent provides notice to the contrary to the Class A Liquidity Reserve Account Bank, the Class A Liquidity Reserve Account Bank shall be entitled to comply with the investment instructions originated by the Borrower without further consent by the Collateral Agent. The Collateral Agent shall not instruct the Class A Liquidity Reserve Account Bank to withdraw or transfer any funds or financial assets held in the Class A Liquidity Reserve Account except as provided in this Agreement. The Borrower shall not instruct the Class A Liquidity Reserve Account Bank to withdraw or transfer any funds or financial assets held in the Class A Liquidity Reserve Account. On or before The taxpayer identification number associated with 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 Class A Liquidity Reserve Account shall be invested in Eligible Investments at the written direction that of the IssuerBorrower and the Borrower will report for federal, state and local income tax purposes, the income, if any, represented by the Borrower Blocked Account. On If, at any time, the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Class A Liquidity Reserve Account shall Bank has ceased to be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicablean Eligible Institution, the latest redemption date of any Eligible Investments made with amounts on deposit in the Collateral Agent shall within thirty (30) days establish a new Class A Liquidity Reserve Account meeting the conditions specified above with an Eligible Institution, shall be not later than enter into an account control agreement granting the Business Day preceding Collateral Agent exclusive dominion and control over the next succeeding Payment Date or Redemption Date. All monies deposited Class A liquidity Reserve Account in form and substance reasonably acceptable to the Control Party and shall transfer any cash and/or any investments to such new Class A Liquidity Reserve Account, and from time to time in the date such new Class A Liquidity Reserve Account pursuant to this Indenture is established, it shall be held by the Trustee as part of “Class A Liquidity Reserve Account” and the Collateral for applicable Eligible Institution shall be the exclusive benefit of the Holders as herein provided. Monies in the “Class A Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this IndentureBank”.

Liquidity Reserve Account. The Issuer (a) On or prior to the Series 2017-1 Closing Date, the Indenture Trustee shall establish with and maintain at Citibank, N.A. (or at such other financial institution as necessary to ensure that the Trustee and the Trustee shall maintain Liquidity Reserve Account is at all times an Eligible Account or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust account accounts (collectively, the “Liquidity Reserve Account”), which shall be in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the name exclusive benefit 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 Noteholders 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 selectionIssuers as their interests may appear. 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 held in the Liquidity Reserve Account shall be invested in Eligible Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the written direction of the IssuerIssuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. On Any amounts so released from the day preceding each Payment Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any interest or other earnings realized on funds remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Payment Account, to be applied as part of the Available Amounts in respect of such Payment Date. The maximum permissible maturity orUpon the occurrence of an Early Amortization Event, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit remaining in the Liquidity Reserve Account shall be not later than remitted to 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 for application by the Indenture Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account Available Amount.” (n) The following shall be subject inserted as a new Section 2.22 to withdrawal pursuant to this the Master Indenture, including Section 13.2 of this Indenture.: “

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 7.93% 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)13.1. 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 AgentTrustee. 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 exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

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 $7,867,0003,210,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1(a)(ix)13. 1. 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 exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

Liquidity Reserve Account. The Issuer (a) On or prior to the date hereof, the Indenture Trustee shall establish with the Trustee and the Trustee shall maintain at Citibank, N.A. a segregated trust account identified as the “Liquidity Reserve Account” (the “Liquidity Reserve Account”), which shall be in its name, as Indenture Trustee for the name benefit of all Noteholders, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of the Trustee “Noteholders and the Issuers as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and which shall be in an Eligible Financial Institutiontheir interests may appear. At all times, for the receipt of funds deposited into the Liquidity Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account. . (b) On or before the applicable Initial Closing Date, the Issuer shall deposit or cause to be deposited into in the Liquidity Reserve Account an amount equal to $2,00,000. After the related Series Initial Closing Date, the Issuer may (directly or indirectly) deposit additional amounts into the Liquidity Reserve Deposit AmountAccount on any subsequent Series Closing Date; provided, such that the total amount funds used for such deposits are not otherwise subject to the Lien of this Indenture. The Issuer, or Issuer Manager on behalf of the Issuer, may (but will not be required to) so deposit therein shall equal $7,867,000. Thereafter, the Trustee shall deposit such additional funds to the Liquidity Reserve Account the amounts referred in an aggregate amount not 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)exceed $25,000,000. The Issuer shall promptly (within two Business Daysor the Issuer Manager on behalf of the Issuer) notify the Trustee of may not make any such selection. Funds additional deposit in accordance with this Section 2.15(b) more than two (2) times in any calendar year, or more than four (4) times in the Liquidity Reserve Account shall not be commingled with any other moniesaggregate from (and including) the most recent Series Closing Date, in each case, unless the Rating Condition is satisfied. 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 amounts held in the Liquidity Reserve Account shall be invested in Eligible Permitted Investments at as directed by the written direction Property Manager in accordance with terms and provisions of Section 13 of the Issuer. On the day preceding each Payment Property Management Agreement. (c) If on any Determination Date, a shortfall exists, solely with respect to the Collateral Pool Expenses or Note Interest with respect to any interest or other earnings realized Series of Notes, in each case due and payable on funds the related Payment Date and identified in the applicable Determination Date Report, the Indenture Trustee shall transfer an amount (based on the relevant information contained in such Determination Date Report) on the applicable Remittance Date an amount equal to the lesser of (x) any such shortfall amount and (y) the amount then on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Payment Account. The maximum permissible maturity or, if applicableto be applied as part of the Available Amount in respect of such Payment Date. (d) Upon the commencement of an Early Amortization Period, the latest redemption date of any Eligible Investments made with amounts on deposit remaining in the Liquidity Reserve Account shall be not later than remitted to 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 for application by the Indenture Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies Available Amount in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including accordance with Section 13.2 of this Indenture2.11(b).

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 $7,867,0004,610,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1(a)(ix)13. 1. 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 exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.