NECESSARY AT
THE SUCCESSOR OPERATING BANK AND TRANSFER THE BALANCE OF FUNDS IN EACH ACCOUNT
THEN MAINTAINED AT THE FORMER OPERATING BANK PURSUANT TO THE TERMS OF THE
ADMINISTRATIVE AGENCY AGREEMENT TO SUCH SUCCESSOR OPERATING BANK.
(C)
WITHDRAWALS AND TRANSFERS.
THE SECURITY TRUSTEE SHALL HAVE SOLE
DOMINION AND CONTROL OVER THE ACCOUNTS (INCLUDING, INTER ALIA, THE SOLE POWER TO
DIRECT WITHDRAWALS OR TRANSFERS FROM THE ACCOUNTS), PROVIDED THAT PRIOR TO THE
DELIVERY OF A NOTICE OF SOLE CONTROL, THE ADMINISTRATIVE AGENT SHALL BE
PERMITTED TO DIRECT WITHDRAWALS AND TRANSFERS IN ACCORDANCE WITH THE TERMS AND
CONDITIONS OF THE RELATED DOCUMENTS. THE ADMINISTRATIVE AGENT SHALL MAKE
WITHDRAWALS AND TRANSFERS FROM THE ACCOUNTS IN ACCORDANCE WITH THE TERMS OF THE
RELATED DOCUMENTS BASED ON THE MONTHLY REPORT.
(D)
INVESTMENTS.
FOR SO LONG AS ANY NOTES REMAIN OUTSTANDING, THE
INDENTURE TRUSTEE, AT THE WRITTEN DIRECTION OF THE ADMINISTRATIVE AGENT, SHALL,
OR SHALL DIRECT THE OPERATING BANK HOLDING EACH ACCOUNT IN WRITING, TO INVEST
AND REINVEST THE FUNDS ON DEPOSIT IN THE ACCOUNTS IN PERMITTED INVESTMENTS;
PROVIDED THAT, IF THE SENIOR CASH COLLATERAL ACCOUNT HAS BEEN FUNDED, THE SENIOR
LIQUIDITY PROVIDER SHALL HAVE THE RIGHT TO DIRECT THE INVESTMENT AND
REINVESTMENT OF THE FUNDS ON DEPOSIT IN THE SENIOR CASH COLLATERAL ACCOUNT,
UNTIL THE OCCURRENCE OF A LIQUIDITY EVENT OF DEFAULT;
PROVIDED, FURTHER, THAT
IF AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE INDENTURE TRUSTEE
SHALL INVEST SUCH AMOUNT IN PERMITTED INVESTMENTS DESCRIBED IN CLAUSE (D) OF THE
DEFINITION THEREOF FROM THE TIME OF RECEIPT THEREOF UNTIL SUCH TIME AS SUCH
AMOUNTS ARE REQUIRED TO BE DISTRIBUTED PURSUANT TO THE TERMS OF THIS INDENTURE.
IN THE ABSENCE OF WRITTEN DIRECTION DELIVERED TO THE INDENTURE TRUSTEE FROM THE
ADMINISTRATIVE AGENT, THE INDENTURE TRUSTEE SHALL INVEST ANY FUNDS IN PERMITTED
INVESTMENTS DESCRIBED IN CLAUSE (D) OF THE DEFINITION
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THEREOF.
THE INDENTURE TRUSTEE SHALL MAKE SUCH INVESTMENTS AND REINVESTMENTS IN
ACCORDANCE WITH THE TERMS OF THE FOLLOWING PROVISIONS:
(I)
THE PERMITTED INVESTMENTS SHALL HAVE MATURITIES AND OTHER TERMS SUCH
THAT SUFFICIENT FUNDS SHALL BE AVAILABLE TO MAKE REQUIRED PAYMENTS PURSUANT TO
THIS
INDENTURE ON THE BUSINESS DAY IMMEDIATELY PRECEDING THE FIRST PAYMENT DATE
AFTER WHICH SUCH INVESTMENT IS MADE, IN THE CASE OF INVESTMENTS OF FUNDS ON
DEPOSIT IN THE COLLECTIONS ACCOUNT; AND
(II)
IF ANY FUNDS TO BE INVESTED ARE NOT RECEIVED IN THE ACCOUNTS BY
1:00 P.M., NEW YORK CITY TIME, ON ANY BUSINESS DAY, SUCH FUNDS SHALL, IF
POSSIBLE, BE INVESTED IN OVERNIGHT PERMITTED INVESTMENTS.
(E)
TRANSFERS.
ON EACH PAYMENT DATE, PRIOR TO THE DISTRIBUTIONS
PURSUANT TO SECTION 3.14, THE ADMINISTRATIVE AGENT SHALL INSTRUCT EACH OPERATING
BANK TO TRANSFER TO THE COLLECTIONS ACCOUNT THE AMOUNT OF THE INVESTMENT
EARNINGS IN THE ACCOUNT OR ACCOUNTS WITH SUCH OPERATING BANK FOR THE COLLECTION
PERIOD ENDING ON THE RELATED DETERMINATION DATE (EXCEPT AS MAY BE OTHERWISE
REQUIRED IN THE CASE OF SEGREGATED FUNDS).
(F)
NEW ACCOUNT.
THE ADMINISTRATIVE AGENT, ON BEHALF AND AT THE
DIRECTION OF WEST, WILL ESTABLISH ON OR BEFORE THE