Common use of Escrowed Funds Clause in Contracts

Escrowed Funds. Upon receipt of the proceeds from the subscriptions for Shares (the “Escrowed Funds”), the Escrow Agent shall hold the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrow Agent shall invest all of the funds deposited as well as earnings and interest derived therefrom in the Escrow Account in the “Short-Term Investments” specified below at the written direction of the Company, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investment, as determined by the Company based upon applicable interest rates. “Short-Term Investments” include obligations of, or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) which mature on or before the Closing Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Closing Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit C hereto sets forth specific Short-Term Investments that shall be deemed permissible investments hereunder. The following securities are not permissible investments: (a) money market funds; (b) corporate equity or debt securities; (c) repurchase agreements; (d) bankers’ acceptances; (e) commercial paper; and (f) municipal securities. The Escrow Agent shall be entitled to sell or redeem any such investment as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Income resulting from the investment of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement. The Escrow Agent shall provide to the Company monthly statements (or more frequently as reasonably requested by the Company) on the account balances in the Escrow Account and the activity in the account since the last report.

Escrowed Funds. Upon receipt If any Letter of Credit is outstanding on the Final Maturity Date, at any time that a demand for repayment is made hereunder, or a domestic or foreign court issues any judgment or order restricting or prohibiting payment by the Operating Facility Lender under such Letter of Credit or extending the liability of the proceeds from Operating Facility Lender to make payment under such Letter of Credit beyond the subscriptions for Shares (the “Escrowed Funds”)expiry date specified therein, the Escrow Agent shall hold Borrower will forthwith upon demand by the Escrowed Funds Operating Facility Lender deposit into a cash collateral account maintained by and in escrow the name of the Operating Facility Lender, funds in the applicable currency in the amount of the Advance constituted by such Letter of Credit and such funds (together with interest thereon) will be held by the Operating Facility Lender for payment of the liability of the Borrower pursuant to this Article 10 or otherwise in respect of such Letter of Credit so long as the terms Operating Facility Lender has or may in any circumstance have any liability under such Letter of this AgreementCredit, and, pending such payment, shall bear interest at the Operating Facility Lender's then prevailing rate in respect of deposits of similar amounts and of similar periods of time. Until Any balance of such funds and interest remaining at such time as the Escrowed Funds shall Operating Facility Lender does not have and may never have any liability under such Letter of Credit will nevertheless continue to be distributed held by the Escrow Agent Operating Facility Lender after a demand for repayment is made or both, as provided herein, security for the Escrow Agent shall invest all remaining liabilities of the funds deposited as well as earnings and interest derived therefrom in the Escrow Account in the “Short-Term Investments” specified below at the written direction of the Company, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investment, as determined by the Company based upon applicable interest rates. “Short-Term Investments” include obligations of, or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) which mature on or before the Closing Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Closing Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit C hereto sets forth specific Short-Term Investments that shall be deemed permissible investments Borrower hereunder. The following securities are not permissible investments: (a) money market funds; (b) corporate equity or debt securities; (c) repurchase agreements; (d) bankers’ acceptances; (e) commercial paper; and (f) municipal securitiesOperating Facility Lender shall have exclusive control over all amounts at any time on deposit in such cash collateral account. The Escrow Agent shall be entitled to sell or redeem any deposit of such investment funds by the Borrower with the Operating Facility Lender as necessary to make any distributions required under this Agreement and shall herein provided will not be liable or responsible for any loss resulting from any such sale or redemption. Income resulting from the investment operate as a repayment of the Escrowed Funds shall be retained by Aggregate Principal Amount of the Escrow Agent, and shall be distributed according to this Agreement. The Escrow Agent shall provide Operating Facility until such time as such funds are actually paid to the Company monthly statements (or more frequently Operating Facility Lender as reasonably requested by the Company) on the account balances in the Escrow Account and the activity in the account since the last reporta Principal Repayment.

Escrowed Funds. (a) Upon receipt of the proceeds from the subscriptions for Shares (the “Escrowed Funds”), the Escrow Agent shall establish and maintain a separate account (the "Escrow Account") and hold therefor, in its capacity as Escrow Agent, the Escrowed Funds in escrow pursuant to the terms of this Agreement. Until such time as the Escrowed Funds shall be distributed by the Escrow Agent as provided herein, the Escrowed Funds shall be invested and reinvested by the Escrow Agent, upon receipt of written instructions from the Parties, in: (i) any money market fund substantially all of which is invested in direct obligations of the United States of America or obligations the principal and the (b) The Escrow Agent shall invest all have the right to liquidate any investments held in order to provide funds necessary to make required payments under this Escrow Agreement. The Parties acknowledge and agree that the delivery of the funds Escrowed Funds is subject to the sale and final settlement of permitted investments. The Escrow Agent in its capacity as escrow agent hereunder shall not have any liability for any loss sustained as a result of any investment prior to its maturity. In the case of any payment to FTDI or the Association of the Escrowed Funds or any portion thereof pursuant to Section 4 of this Agreement, the proportionate share of the income earned thereon through the date of such payment shall be paid within 10 days after the date of such payment. If the Escrowed Funds are invested in the One Group Money Market Fund, the income earned thereon shall be paid no later than two (2) business days from the date the income is deposited as well as earnings in the Escrow Account. (c) The parties recognize and interest derived therefrom agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Escrow Account in or the “Short-Term Investments” specified below at the written direction of the Companypurchase, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investmentsale, as determined by the Company based upon applicable interest rates. “Short-Term Investments” include obligations of, retention or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit other disposition of any bank acting as a depository or custodian for any such funds) which mature on or before the Closing Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Closing Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit C hereto sets forth specific Short-Term Investments that shall be deemed permissible investments hereunder. The following securities are not permissible investments: (a) money market funds; (b) corporate equity or debt securities; (c) repurchase agreements; permitted investment. (d) bankers’ acceptances; (e) commercial paper; The Escrow Agent is hereby authorized to execute purchases and (f) municipal securitiessales of Permitted Investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent shall be entitled send statements to sell or redeem any such investment as necessary to make any distributions required under this Agreement and shall not be liable or responsible for any loss resulting from any such sale or redemption. Income resulting from the investment each of the Escrowed Funds shall be retained by the Escrow Agent, and shall be distributed according to this Agreement. The Escrow Agent shall provide to the Company parties hereto on a monthly statements (or more frequently as reasonably requested by the Company) on the account balances basis reflecting activity in the Escrow Account and for the preceding month. Although the Parties recognize that they may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Parties hereby agree that confirmations of permitted investments are not required to be issued by the Escrow Agent for each month in which a monthly statement is rendered. However, no statement need be rendered for the Escrow Account if no activity in the account since the last reportoccurred for such month.

Escrowed Funds. Upon receipt If any Letter of Credit is outstanding on the Converted Term Maturity Date, at any time that an Event of Default occurs or a demand for repayment is made hereunder, or a domestic or foreign court issues any judgment or order restricting or prohibiting payment by the Operating Lender under such Letter of Credit or extending the liability of the proceeds from Operating Lender to make payment under such Letter of Credit beyond the subscriptions for Shares (the “Escrowed Funds”)expiry date specified therein, the Escrow Agent shall hold Borrower will forthwith upon demand by the Escrowed Funds Operating Lender deposit into a cash collateral account maintained by and in escrow the name of the Operating Lender funds in the applicable currency in the amount of the Advance constituted by such Letter of Credit and such funds (together with interest thereon) will be held by the Operating Lender for payment of the liability of the Borrower pursuant to this Article 5 or otherwise in respect of such Letter of Credit so long as the terms Operating Lender has or may in any circumstance have any liability under such Letter of this AgreementCredit, and, pending such payment, shall bear interest at the Operating Lender’s then prevailing rate in respect of deposits of similar amounts and of similar periods of time. Until Any balance of such funds and interest remaining at such time as the Escrowed Funds shall Operating Lender does not have and may never have any liability under such Letter of Credit will nevertheless continue to be distributed held by the Escrow Agent Operating Lender, if and so long as provided hereinany Default or Event of Default is continuing or after a demand for repayment is made or both, as security for the Escrow Agent shall invest all remaining liabilities of the funds deposited as well as earnings and interest derived therefrom in the Escrow Account in the “Short-Term Investments” specified below at the written direction of the Company, unless the costs to the Company for the making of such investment are reasonably expected to exceed the anticipated interest earnings from such investment in which case the funds and interest thereon shall remain in the Escrow Account until the balance in the Escrow Account reaches the minimum amount necessary for the anticipated interest earnings from such investment to exceed the costs to the Company for the making of such investment, as determined by the Company based upon applicable interest rates. “Short-Term Investments” include obligations of, or obligations guaranteed by, the United States government or bank money-market accounts or certificates of deposit of national or state banks that have deposits insured by the Federal Deposit Insurance Corporation (including certificates of deposit of any bank acting as a depository or custodian for any such funds) which mature on or before the Closing Date, unless such instrument cannot be readily sold or otherwise disposed of for cash by the Closing Date without any dissipation of the offering proceeds invested. Without limiting the generality of the foregoing, Exhibit C hereto sets forth specific Short-Term Investments that shall be deemed permissible investments Borrower hereunder. The following securities are not permissible investments: (a) money market funds; (b) corporate equity or debt securities; (c) repurchase agreements; (d) bankers’ acceptances; (e) commercial paper; and (f) municipal securitiesOperating Lender shall have exclusive control over all amounts at any time on deposit in such cash collateral account. The Escrow Agent shall be entitled to sell or redeem any deposit of such investment funds by the Borrower with an Operating Lender as necessary to make any distributions required under this Agreement and shall herein provided will not be liable or responsible for any loss resulting from any such sale or redemption. Income resulting from the investment operate as a repayment of the Escrowed Funds shall be retained by Aggregate Principal Amount under the Escrow Agent, and shall be distributed according to this Agreement. The Escrow Agent shall provide Operating Facility until such time as such funds are actually paid to the Company monthly statements (or more frequently relevant Operating Lender as reasonably requested by the Company) on the account balances in the Escrow Account and the activity in the account since the last reporta principal repayment.