Common use of Liquidity Reserve Account Clause in Contracts

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Amounts on deposit in the Liquidity Reserve Account (including interest and earnings thereon) shall be used and may be withdrawn and disbursed only in accordance with the provisions of this Section.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 Reserve Account (and all funds therein) shall be subject to the security interest granted to Participant in Section 2.06 of this Agreement and, as such, prior to establishing the Liquidity Reserve Account or making any amounts deposits therein, the Company shall provide Participant with an account control agreement in substantially the form attached hereto as Exhibit F.

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 Reserve, it shall establish a Liquidity Reserve Account. The Liquidity Reserve Account shall be held in trust for the benefit of the 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, 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(a3.04(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 Reserve Account (and all funds therein) shall be subject to the security interest granted to Participant in Section 2.06 of this Agreement and, as such, prior to establishing the Liquidity Reserve Account or making any amounts deposits therein, the Company shall provide Participant with an account control agreement in substantially the form attached hereto as Exhibit F.this

Liquidity Reserve Account. The Company, in its discretion, may Issuer shall establish with the Trustee and the Trustee shall maintain a liquidity reserve segregated trust account (the “Liquidity ReserveReserve Account”) from ), which to fund Servicing Expenses other than litigation costs shall be in the name of the Trustee “as trustee on behalf of the Holders of the IP Holdings LLC Asset-Backed Notes,” and expenses. If which shall be in an Eligible Financial Institution, for the Company elects to establish a Liquidity Reserve it shall establish a receipt of funds deposited into the Liquidity Reserve Account. The Liquidity Reserve Account shall be held in trust On or before the Closing Date for the benefit of Participant and Notes, the Company and Issuer shall deposit or cause to 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 deposited into the Liquidity Reserve Account for that month, it will fund such an amount for such month in accordance with equal to the provisions of Section 3.03(a). At any time after the Company funds the Initial Liquidity Reserve AccountDeposit Amount, such that the total amount on deposit therein shall equal $10,575,250. Thereafter, the Company may, in the exercise of its reasonable discretion, determine Trustee shall deposit to release some or all of the funds from 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 move such funds from 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 Litigation Reserve Account or allocate Issuer (unless an Event of Default shall have occurred and distribute not been waived, in which case, such released funds in accordance with Section 4.01Eligible Financial Institution shall be selected by the Trustee). At The Issuer shall promptly (within two Business Days) notify the time Trustee of the Final Distribution, all remaining funds held any such selection. Funds in the Liquidity Reserve Account shall not be allocated and distributed commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in accordance with Section 4.01the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee as Paying Agent. Amounts Funds on deposit in the Liquidity Reserve Account shall be invested in Permitted InvestmentsEligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, 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 other earnings realized 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 transferred and may be withdrawn and disbursed only in accordance with credited to the provisions of this SectionCollection Account. The Servicer shall be authorized and directed to withdraw funds from maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account only shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to make disbursements time in accordance with this Agreement and not for any other purpose. The the Liquidity Reserve Account (and all funds therein) 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 the security interest granted withdrawal pursuant to Participant in this Indenture, including Section 2.06 13.2 of this Agreement and, as such, prior to establishing the Liquidity Reserve Account or making any amounts deposits therein, the Company shall provide Participant with an account control agreement in substantially the form attached hereto as Exhibit F.Indenture.