Common use of Liquidity Reserve Account Clause in Contracts

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or before the Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the Initial Liquidity Reserve Deposit Amount. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1. 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 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 Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee. Funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account 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 withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or before the applicable Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $3,210,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1. 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 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 Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the TrusteeTrustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account 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 withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "“Liquidity Reserve Account"”), which shall be in the name of the Trustee "“as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," ” and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or before the applicable Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $7,867,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.113.1(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 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 Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the TrusteeTrustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account 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 withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. a) On or before prior to the Series 2017-1 Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the Initial Liquidity Reserve Deposit Amount. Thereafter, the Indenture Trustee shall deposit establish and maintain at Citibank, N.A. (or at such other financial institution as necessary to the Liquidity Reserve Account the amounts referred to in Section 13.1. If the bank with which ensure that the Liquidity Reserve Account is held ceases to be at all times an Eligible Financial InstitutionAccount or a sub-account of an Eligible Account, in each case subject to an Account Control Agreement) one or more segregated trust accounts (collectively, the Trustee shall within five (5) days “Liquidity Reserve Account”), in its name, as Indenture Trustee, bearing a designation clearly indicating that such account and all funds deposited therein are held for the exclusive benefit of obtaining actual knowledge of such cessation the Noteholders and 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 Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selectionIssuers as their interests may appear. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee. Funds on deposit held in the Liquidity Reserve Account shall be invested in Eligible Permitted Investments as directed by the Property Manager, or if no such direction is received, shall be held uninvested. (b) On any Series Closing Date, the Issuers may deposit or cause to be deposited additional amounts into the Liquidity Reserve Account, provided that the funds used for such deposits are not otherwise subject to the lien of the Indenture. (c) On any Payment Date, the Property Manager may direct the Indenture Trustee to release all (but not less than all) amounts in the Liquidity Reserve Account to or at the written direction of the IssuerIssuers, provided that such release will not cause the Cashflow Coverage Ratio to be reduced to or below 1.50x. On Any amounts so released from the day preceding each Payment Liquidity Reserve Account will be free and clear of the lien of the indenture and will no longer constitute Collateral. If on any Determination Date, a Cashflow Shortfall Amount exists for the related Payment Date and amounts on deposit in the Cashflow Coverage Reserve Account are insufficient to pay such Cashflow Shortfall Amount in full, the Indenture Trustee shall transfer an amount equal to the lesser of (x) any interest or other earnings realized on funds remaining Cashflow Shortfall Amount and (y) the amount then on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Payment Account, to be applied as part of the Available Amounts in respect of such Payment Date. The maximum permissible maturity orUpon the occurrence of an Early Amortization Event, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit remaining in the Liquidity Reserve Account shall be not later than remitted to the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account pursuant to this Indenture shall be held for application by the Indenture Trustee as part of the Collateral for the exclusive benefit of the Holders as herein provided. Monies in the Liquidity Reserve Account Available Amount.” (n) The following shall be subject inserted as a new Section 2.22 to withdrawal pursuant to this the Master Indenture, including : “Section 13.2 of this Indenture.2.22

Liquidity Reserve Account. The Issuer shall establish with the Trustee and the Trustee shall maintain a segregated trust account (the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial Institution, for the receipt of funds deposited into the Liquidity Reserve Account. On or before the applicable Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the related Initial Liquidity Reserve Deposit Amount, such that the total amount on deposit therein shall equal $4,610,000. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1. 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 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 Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the TrusteeTrustee as Paying Agent. Funds on deposit in the Liquidity Reserve Account shall be invested in Eligible Investments at the written direction of the Issuer. On the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Liquidity Reserve Account shall be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicable, the latest redemption date of any Eligible Investments made with amounts on deposit in the Liquidity Reserve Account shall be not later than the Business Day preceding the next succeeding Payment Date or Redemption Date. All monies deposited from time to time in the Liquidity Reserve Account 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 withdrawal pursuant to this Indenture, including Section 13.2 of this Indenture.

Liquidity Reserve Account. The Issuer shall establish with Borrower hereby grants a security interest to the Trustee and the Trustee shall maintain a segregated trust account (the "Liquidity Reserve Account"), which shall be in the name of the Trustee "as trustee on behalf of the Holders of the 7.93% IP Holdings LLC Asset-Backed Notes," and which shall be in an Eligible Financial InstitutionCollateral Agent, for the receipt benefit of the Secured Parties, in the Class A Liquidity Reserve Account and all amounts and investments on deposit or held therein to secure all Obligations of the Borrower to the Secured Parties under this Agreement and the other Transaction Documents. The Borrower, the Collateral Agent and the Class A Liquidity Reserve Account Bank shall agree that the Collateral Agent shall have exclusive dominion and control over the Class A Liquidity Reserve Account and that the Class A Liquidity Reserve Account Bank will comply with instructions originated by the Collateral Agent (i) directing disposition of the funds deposited into or (ii) directing transfer or redemption of the financial assets in the Class A Liquidity Reserve Account without further consent by the Borrower or any Marvel Company but with notice thereto; provided, that until the Collateral Agent provides notice to the contrary to the Class A Liquidity Reserve Account Bank, the Class A Liquidity Reserve Account Bank shall be entitled to comply with the investment instructions originated by the Borrower without further consent by the Collateral Agent. The Collateral Agent shall not instruct the Class A Liquidity Reserve Account Bank to withdraw or transfer any funds or financial assets held in the Class A Liquidity Reserve Account except as provided in this Agreement. The Borrower shall not instruct the Class A Liquidity Reserve Account Bank to withdraw or transfer any funds or financial assets held in the Class A Liquidity Reserve Account. On or before The taxpayer identification number associated with the Closing Date, the Issuer shall deposit or cause to be deposited into the Liquidity Reserve Account an amount equal to the Initial Liquidity Reserve Deposit Amount. Thereafter, the Trustee shall deposit to the Liquidity Reserve Account the amounts referred to in Section 13.1. 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 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 Issuer (unless an Event of Default shall have occurred and not been waived, in which case, such Eligible Financial Institution shall be selected by the Trustee). The Issuer shall promptly (within two Business Days) notify the Trustee of any such selection. Funds in the Liquidity Reserve Account shall not be commingled with any other monies. All payments to be made from time to time by the Trustee to the Noteholders out of funds in the Liquidity Reserve Account pursuant to this Indenture shall be made by the Trustee. Funds on deposit in the Class A Liquidity Reserve Account shall be invested in Eligible Investments at the written direction that of the IssuerBorrower and the Borrower will report for federal, state and local income tax purposes, the income, if any, represented by the Borrower Blocked Account. On If, at any time, the day preceding each Payment Date, any interest or other earnings realized on funds on deposit in the Class A Liquidity Reserve Account shall Bank has ceased to be transferred and credited to the Collection Account. The maximum permissible maturity or, if applicablean Eligible Institution, the latest redemption date of any Eligible Investments made with amounts on deposit in the Collateral Agent shall within thirty (30) days establish a new Class A Liquidity Reserve Account meeting the conditions specified above with an Eligible Institution, shall be not later than enter into an account control agreement granting the Business Day preceding Collateral Agent exclusive dominion and control over the next succeeding Payment Date or Redemption Date. All monies deposited Class A liquidity Reserve Account in form and substance reasonably acceptable to the Control Party and shall transfer any cash and/or any investments to such new Class A Liquidity Reserve Account, and from time to time in the date such new Class A Liquidity Reserve Account pursuant to this Indenture is established, it shall be held by the Trustee as part of “Class A Liquidity Reserve Account” and the Collateral for applicable Eligible Institution shall be the exclusive benefit of the Holders as herein provided. Monies in the “Class A Liquidity Reserve Account shall be subject to withdrawal pursuant to this Indenture, including Section 13.2 of this IndentureBank”.