Common use of INTEREST, OFFSETS Clause in Contracts

INTEREST, OFFSETS. Except only as expressly provided otherwise herein, all funds of the Obligors which are deposited in the Collection Account or held in the General Reserve Account, Escrow Account or Cash Trap Reserve Account hereunder shall be held in one or more Permitted Investments pursuant to the written direction of the Servicer; provided that after the occurrence of an Event of Default, if the Backup Servicer is acting as Successor Servicer, or if no such direction is provided, such funds shall be invested pursuant to the written direction of the Administrative Agent. All interest or dividends which accrue on amounts in the General Reserve Account, the Escrow Account and the Collection Account shall be taxable to the Borrower and, on each Payment Date, such interest and dividends accrued as of the close of business on the last day of the preceding calendar month (based on the valuation report furnished by the Paying Agent), shall be liquidated and the proceeds thereof shall be transferred from the General Reserve Account and each Collection Account to the Aggregation Account by the Paying Agent for transfer to the Servicer, on behalf of the Borrower (or to the Borrower directly, if the Backup Servicer is Successor Servicer) on such Payment Date. Notwithstanding any other provision hereof, the amount of such interest or dividends accrued, or the proceeds thereof, shall be disregarded for purposes of the calculation of Debt Service Coverage Ratio, and for Sections 2.5(B)(iv), Section 3.2(A)(xi), Section 6.1(C) and Section 15.5. The amount of actual losses sustained on a liquidation of a Permitted Investment shall be deposited by the Borrower into its Collection Account (with regard to losses sustained in such Collection Account) or the General Reserve Account (with regard to losses sustained therein) no later than three (3) Business Days following such liquidation. Additional provisions pertaining to investments are set forth in Article VII. After repayment of all of the Obligations of the Borrower, all funds held in the Reserve of the Borrower will be promptly returned to, or as directed by, the Borrower. Neither the Collection Account Bank nor the bank where the General Reserve Account is held (the “Reserve Bank”) nor the Escrow Account shall have any obligation to invest and/or reinvest any cash deposited with the Collection Account Bank or the Reserve Bank or the Escrow Account Bank or any other moneys held by either pursuant to this Loan Agreement in the absence of timely and specific written, if the Backup Servicer is acting as Successor Servicer, investment direction from the Servicer; provided that after the occurrence of an Event of Default or if no such direction is provided, the Collection Account Bank, the Reserve Bank and the Escrow Account Bank shall invest such funds pursuant to the written direction of the Administrative Agent. In no event shall the Collection Account Bank, the Reserve Bank or the Escrow Account Bank be liable for the selection of investments or for investment losses incurred thereon. Neither the Collection Account Bank, the Reserve Bank, nor the Escrow Account Bank shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Administrative Agent, as applicable, to provide timely written investment direction.

INTEREST, OFFSETS. Except only as expressly provided otherwise herein, all funds of the Obligors which are deposited in the Collection Account or held in the General Reserve Account, Escrow Account or Cash Trap Reserve Account hereunder shall may be held in one or more Permitted Investments offered by the applicable account bank pursuant to the written direction of the Servicer; provided that after Company or, following the occurrence Collateral Agent’s delivery of an Event a notice of Defaultexclusive control with respect to such account, the Collateral Agent at the written direction of the Majority Holders (or, if the Backup Servicer is acting as the Successor Servicer, or if no such direction is provided, such funds shall be invested pursuant to at the written direction of the Administrative AgentSuccessor Servicer). All interest or dividends which accrue on amounts in the General Reserve Account, the Escrow Account and the Collection Account shall be taxable to the Borrower Company and, on each Monthly Payment Date, such interest and dividends accrued as of the close of business on the last day of the preceding calendar month (based on the valuation report furnished by the Paying Agent), shall be liquidated and the proceeds thereof shall be transferred from the General Reserve Account and each Collection Account to the Aggregation Account by the Paying Agent for transfer to the Servicer, on behalf of the Borrower Company (or to the Borrower Company directly, if the Backup Servicer is Successor Servicer) on such Monthly Payment Date. Notwithstanding any other provision hereof, the amount of such interest or dividends accrued, or the proceeds thereof, shall be disregarded for purposes of the calculation of Debt Service Coverage Ratio, and for Sections 2.5(B)(iv), Section 3.2(A)(xi), Section 6.1(C) and Section 15.5. The amount of actual losses sustained on a liquidation of a Permitted Investment shall be deposited by the Borrower Company into its Collection Account (with regard to losses sustained in such Collection Account) or the General Reserve Account (with regard to losses sustained therein) no later than three (3) Business Days following such liquidation. Additional provisions pertaining to investments are set forth in Article VII. After repayment of all of the Obligations of the BorrowerCompany, all funds held in the Reserve of the Borrower Company will be promptly returned to, or as directed by, the BorrowerCompany. Neither Notwithstanding anything contained herein to the contrary, none of the Collection Account Bank nor Bank, the bank where the General Reserve Account is held (the “General Reserve Bank”), the bank where the Escrow Account is held (the “Escrow Account Bank”) or the bank where the Cash Trap Reserve Account is held (the “Cash Trap Reserve Bank”) nor the Escrow Account shall have any obligation to invest and/or reinvest any cash deposited with the Collection Account Bank, the General Reserve Bank, the Escrow Account Bank or the Cash Trap Reserve Bank or the Escrow Account Bank or any other moneys held by either pursuant to this Loan Agreement in the absence of timely and specific written, if the Backup Servicer is acting as Successor Servicer, written investment direction from the Servicer; provided that after party entitled to provide direction pursuant to this Section 6.2(A). In the occurrence absence of an Event of Default such timely written direction by the Servicer or if no such direction is providedthe Majority Holders, as applicable, funds in the Collection Account, the Collection Account BankGeneral Reserve Account, the Reserve Bank and the Escrow Account Bank or the Cash Trap Reserve Account, as applicable, shall invest such funds pursuant to the written direction of the Administrative Agentremain uninvested. In no event shall the Collection Account Bank, the General Reserve Bank, the Escrow Account Bank or the Escrow Account Cash Trap Reserve Bank be liable for the selection of investments or for investment losses incurred thereon. Neither None of the Collection Account Bank, the General Reserve Bank, nor the Escrow Account Bank or the Cash Trap Reserve Bank shall have any liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the failure of the Servicer or the Administrative AgentMajority Holders, as applicable, to provide timely written investment direction.