LENDER AND REVOLVER LOAN FUNDING ACCOUNT BANK SHALL AGREE.
THE
ADMINISTRATIVE AGENT SHALL DIRECT THE REVOLVER LOAN FUNDING ACCOUNT BANK TO PAY
ALL SUCH INVESTMENT EARNINGS FROM THE RELEVANT ACCOUNT DIRECTLY TO THE
APPLICABLE MANAGING AGENT, FOR THE ACCOUNT OF THE APPLICABLE COMMITTED LENDER.
(E)
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, NONE OF THE
ADMINISTRATIVE AGENT, THE OTHER MANAGING AGENTS, THE OTHER PURCHASERS NOR THE
REVOLVER LOAN FUNDING ACCOUNT BANK SHALL HAVE ANY LIABILITY FOR ANY LOSS ARISING
FROM ANY INVESTMENT OR REINVESTMENT MADE BY IT WITH RESPECT TO A REVOLVER LOAN
FUNDING ACCOUNT IN ACCORDANCE WITH, AND PURSUANT TO, THE PROVISIONS HEREOF.
SECTION 2.15
PENDING ACCOUNT.
(A)
THE BORROWER OR THE SERVICER ON ITS BEHALF SHALL CAUSE TO BE
ESTABLISHED AND MAINTAINED IN THE NAME OF THE BORROWER AND ASSIGNED TO THE
ADMINISTRATIVE AGENT AS AGENT FOR THE SECURED PARTIES, WITH AN OFFICE OR BRANCH
OF A DEPOSITORY INSTITUTION OR TRUST COMPANY ORGANIZED UNDER THE LAWS OF THE
UNITED STATES OR ANY ONE OF THE STATES THEREOF OR THE DISTRICT OF COLUMBIA (OR
ANY DOMESTIC BRANCH OF A FOREIGN BANK) A SEGREGATED CORPORATE TRUST ACCOUNT (THE
"PENDING ACCOUNT") FOR THE PURPOSE OF RECEIVING (I) PROCEEDS OF ADVANCES AND
(II) PRINCIPAL COLLECTIONS TRANSFERRED FROM THE COLLECTION ACCOUNT, AND FUNDING
PURCHASES OF ELIGIBLE LOANS THEREFROM.
(B)
THE BORROWER MAY, DURING THE REVOLVING PERIOD, TRANSFER PRINCIPAL
COLLECTIONS FROM THE COLLECTION ACCOUNT TO THE PENDING ACCOUNT, SO LONG AS
(I) THE CONDITIONS TO ADVANCES DESCRIBED IN SECTION 3.2 ARE MET, MUTATIS
MUTANDIS, OTHER THAN THE REQUIREMENT A BORROWER NOTICE CONTAINING CERTIFICATION
THERETO HAS BEEN DELIVERED, (II) IN THE REASONABLE DETERMINATION OF THE SERVICER
AND THE BORROWER, SUCH COLLECTIONS SHALL NOT BE NECESSARY TO MAKE PAYMENTS
PURSUANT TO CLAUSES FIRST THROUGH TWELFTH ABOVE ON THE NEXT PAYMENT DATE
PURSUANT TO SECTION 2.8(A) ABOVE AND (III) THE MAXIMUM ADVANCE RATE IS 50% OR
LESS.
(C)
FUNDS DEPOSITED IN THE PENDING ACCOUNT SHALL BE USED TO PURCHASE
ELIGIBLE LOANS WITHIN 3 BUSINESS DAYS OF DEPOSIT.
ANY FUNDS NOT USED WITHIN
SUCH 3 BUSINESS DAY PERIOD SHALL, UNLESS OTHERWISE APPROVED BY THE
ADMINISTRATIVE AGENT IN ITS SOLE DISCRETION, BE USED TO MAKE A PREPAYMENT OF THE
ADVANCES OUTSTANDING PURSUANT TO SECTION 2.3(B).
NOTICE OF SUCH PREPAYMENT
SHALL BE GIVEN ON THE BUSINESS DAY IMMEDIATELY SUCCEEDING THE EXPIRATION OF SUCH
3 BUSINESS DAY PERIOD, AND SUCH PREPAYMENT SHALL TAKE PLACE ON THE EARLIEST
POSSIBLE BUSINESS DAY FOLLOWING SUCH NOTICE.
SECTION 2.16
DISCRETIONARY SALES OF LOANS.
ON ANY DISCRETIONARY SALE SETTLEMENT DATE, THE BORROWER SHALL HAVE THE RIGHT TO
PREPAY ALL OR A PORTION OF THE ADVANCES OUTSTANDING IN CONNECTION WITH THE SALE
AND ASSIGNMENT BY THE BORROWER OF, AND THE RELEASE OF THE LIEN BY THE
ADMINISTRATIVE AGENT OVER, ONE OR MORE
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TRANSFERRED LOANS, IN WHOLE BUT NOT IN PART (A "DISCRETIONARY SALE"), SUBJECT TO
THE FOLLOWING TERMS AND CONDITIONS AND SUBJECT TO THE OTHER RESTRICTIONS
CONTAINED HEREIN:
(A)
ANY DISCRETIONARY SALE SHALL BE MADE BY THE BORROWER IN A
TRANSACTION (A) ARRANGED BY THE SERVICER