Custody of Partnership Funds; Bank Accounts (a) All funds of the Partnership not otherwise invested shall be deposited in one or more accounts maintained in such banking or brokerage institutions as the General Partner shall determine, and withdrawals shall be made only on such signature or signatures as the General Partner may, from time to time, determine.
(b) All deposits and other funds not needed in the operation of the business of the Partnership may be invested by the General Partner in investment grade instruments (or investment companies whose portfolio consists primarily thereof), government obligations, certificates of deposit, bankers’ acceptances and municipal notes and bonds. The funds of the Partnership shall not be commingled with the funds of any other Person except for such commingling as may necessarily result from an investment in those investment companies permitted by this Section 10.2(b).
Operating Accounts (a) Maintain all of Borrower’s Collateral Accounts in accounts which are subject to a Control Agreement in favor of Collateral Agent, which Control Agreement must be in such form and substances as is reasonably acceptable to Collateral Agent (it being agreed and understood that the Control Agreements that Collateral Agent is entering into with respect to Borrower’s Collateral Accounts maintained with Bank of America on the Effective Date are not in such form and substance as is not reasonably satisfactory to Collateral Agent).
(b) Borrower shall provide Collateral Agent five (5) days’ prior written notice before Borrower or any of its Subsidiaries establishes any Collateral Account. In addition, for each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institution at or with which such Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Collateral Agent’s Lien in such Collateral Account in accordance with the terms hereunder prior to the establishment of such Collateral Account, which Control Agreement must be in such form and substance as is reasonably satisfactory to Collateral Agent and may not be terminated without prior written consent of Collateral Agent. The provisions of the previous sentence and subsection (a) above shall not apply to (i) deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identified to Collateral Agent by Borrower as such in the Perfection Certificates and (ii) BofA Credit Card Account so long as such account is maintained exclusively for the purpose of securitizing Borrower’s Indebtedness described in clause (g) of the definition of Permitted Indebtedness and the balance in such account does not exceed Three Hundred One Thousand Dollars ($301,000.00).
(c) Neither Borrower nor any of its Subsidiaries shall maintain any Collateral Accounts except Collateral Accounts maintained in accordance with Sections 6.6(a) and (b); provided, however, Borrower may continue to maintain its Collateral Accounts, set forth on the Perfection Certificates on the Effective Date, with Bank of America; provided, further, that Borrower shall close all of its Collateral Accounts maintained with Bank of America on the Effective Date (other than the BofA Credit Card Account) and deliver to Collateral Agent evidence (in such form and substance as is reasonably acceptable to Collateral Agent) of closure of all of such Collateral Accounts within thirty (30) days after the Effective Date.
Education Fund Full-Time and Part-Time
27.01 If the Local Union indicates to the Hospital that a special assessment of $0.03 per hour for Union education applies to all bargaining unit members, the Hospital agrees to deduct this assessment. Such assessment along with a listing of employees will be paid on a quarterly basis into a trust fund established and administered by the applicable SEIU Local Union for this purpose.
Primary Accounts Borrower will maintain its primary depository and operating accounts with Bank.
The Investment Account; Eligible Investments (a) Not later than the Withdrawal Date, the Master Servicer shall withdraw or direct the withdrawal of funds in the Custodial Accounts for P&I, for deposit in the Investment Account, in an amount representing:
(i) Scheduled installments of principal and interest on the Mortgage Loans received or advanced by the applicable Servicers which were due on the related Due Date, net of the Servicing Fees due the applicable Servicers and less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts;
(ii) Payoffs and the proceeds of other types of liquidations of the Mortgage Loans received by the applicable Servicer for such Mortgage Loans during the applicable Payoff Period, with interest to the date of Payoff or liquidation less any amounts to be withdrawn later by the applicable Servicers from the applicable Buydown Fund Accounts; and
(iii) Curtailments received by the applicable Servicers in the Prior Period. At its option, the Master Servicer may invest funds withdrawn from the Custodial Accounts for P&I, as well as any Buydown Funds, Insurance Proceeds and Liquidation Proceeds previously received by the Master Servicer (including amounts paid by the Company in respect of any Purchase Obligation or its substitution obligations set forth in Section 2.07 or Section 2.08 or in connection with the exercise of the option to terminate this Agreement pursuant to Section 9.01) for its own account and at its own risk, during any period prior to their deposit in the Certificate Account. Such funds, as well as any funds which were withdrawn from the Custodial Accounts for P&I on or before the Withdrawal Date, but not yet deposited into the Certificate Account, shall immediately be deposited by the Master Servicer with the Investment Depository in an Investment Account in the name of the Master Servicer and the Trust for investment only as set forth in this Section 3.03. The Master Servicer shall bear any and all losses incurred on any investments made with such funds and shall be entitled to retain all gains realized on such investments as additional servicing compensation. Not later than the Business Day prior to the Distribution Date, the Master Servicer shall deposit such funds, net of any gains (except Payoff Earnings) earned thereon, in the Certificate Account.
(b) Funds held in the Investment Account shall be invested in (i) one or more Eligible Investments which shall in no event mature later than the Business Day prior to the related Distribution Date (except if such Eligible Investments are obligations of the Trustee, such Eligible Investments may mature on the Distribution Date), or (ii) such other instruments as shall be required to maintain the Ratings.
Depository Accounts Except to the extent that Manager has not complied with its obligations under Sections 2.4 and 5.2, Owner and Manager agree that Manager shall have no liability for loss of funds of Owner contained in the bank accounts for the Property maintained by Owner or Manager pursuant to this Agreement due to insolvency of the bank or financial institution in which its accounts are kept, whether or not the amounts in such accounts exceed the maximum amount of federal or other deposit insurance applicable with respect to the financial institution in question.
Investment of Funds in the Collection Account and the Distribution Account (a) The Master Servicer may direct any depository institution maintaining the Collection Account and any REO Account (for purposes of this Section 3.12, an “Investment Account”), and the Trustee, in its individual capacity, may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, the Distribution Account is also an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such), or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any REO Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:
Project Accounts The Grantee agrees to establish and maintain for the Project either a separate set of accounts or accounts within the framework of an established accounting system, in a manner consistent with 49 C.F.R. § 18.20, or 49 C.F.R. § 19.21, as amended, whichever is applicable.
General Account All assets of SBL other than those allocated to the Separate Account or any other separate account of SBL. GUARANTEE PERIOD Current Interest, if declared, is fixed for rolling periods of one or more years, referred to as Guarantee Periods. SBL may offer Guarantee Periods of different durations. The Guarantee Period that applies to any Fixed Account Contract Value:
Trust Accounts (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable.
(b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity.
(c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement.
(d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:
(i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes;
(ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes;
(iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes;
(iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority:
(A) to the Class A-1 Notes until they are paid in full; then
(B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then
(C) to the Class A-3 Notes until they are paid in full; then
(D) to the Class A-4 Notes until they are paid in full; then
(E) to the Class B Notes until they are paid in full; and then
(F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full.
(e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.
