ACCOUNTS AS 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.
65
(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, HOWEVER, 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 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 ANY
TRANSFERS TO OR FROM THE COLLECTIONS ACCOUNT ON SUCH PAYMENT DATE PURSUANT TO
SECTIONS 3.04, 3.05, 3.06, 3.07 AND 3.17 OR THE DISTRIBUTIONS PURSUANT TO
SECTION 3.13, 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 (EXCEPT AS MAY BE OTHERWISE
REQUIRED IN THE CASE OF SEGREGATED FUNDS).
Section 3.02
Collections Account.
(A)
THE SERVICER WILL DIRECT ALL LESSEES TO
REMIT DIRECTLY TO THE COLLECTIONS ACCOUNT ALL LEASE PAYMENTS OWING, FROM TIME TO
TIME, PURSUANT TO THE TERMS OF EACH LEASE.
ADDITIONAL FUNDS MAY BE DEPOSITED
INTO THE COLLECTIONS ACCOUNT FROM THE SENIOR RESTRICTED CASH ACCOUNT IN
ACCORDANCE WITH