Investment of Certain Funds Sample Clauses

Investment of Certain Funds. Amounts held in the accounts and subaccounts created pursuant to this Agreement shall be invested and reinvested by the Collateral Trustee in Authorized Investments as directed in writing (i) by Citizens or (ii) if a Notice of Default Distribution is effective, jointly by all Bank Agents or, if no Credit Agreement is in effect, by the Indenture Trustee. If, at any time, the Collateral Trustee does not receive such directions, then the Collateral Trustee shall invest and reinvest all such amounts in securities of the type described in clause (iv) of the definition of “Authorized Investments”; provided that such securities represent an interest or interests in money market funds that invest solely in direct obligations of, or obligations the timely payment of the principal and interest on which are unconditionally guaranteed by, the United States of America. Earnings from any Collateral Account (other than the Suspense Account) shall be either retained in such Collateral Account or, at the option of Citizens (or, if a Notice of Default Distribution is effective, pursuant to the joint instructions of all Bank Agents or, if no Credit Agreement is in effect, the Indenture Trustee), transferred to one or more other Collateral Accounts (including any separate account established for such purpose with the Collateral Trustee for the benefit of the Secured Parties) and, in either case, applied in accordance with Section 11. Earnings from the Suspense Account shall be retained in the Suspense Account and shall be credited to the appropriate earnings account, if any, or other Collateral Account or remitted to Citizens, as the case may be, upon a determination pursuant to Section 8 of the appropriate application of the underlying amounts in the Suspense Account that gave rise to such earnings. In directing the Collateral Trustee to make investments hereunder, Citizens shall select investments such that such investments shall mature on such dates as are necessary to make distributions hereunder as and when required hereby; it being understood and agreed that, at any time of a distribution hereunder, the Collateral Trustee may liquidate investments prior to maturity to the extent necessary do make such distribution and the Collateral Trustee shall not be responsible for any losses incurred as a result of any such liquidation.
Sample 1See All (5)
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Investment of Certain Funds. The Department instructs the Trustee and the Trust Company to invest funds relating to the 2022 Series B Bonds held in the 2022 B Mortgage Loan Account, the 2022 B Costs of Issuance Account, the 2022 B Revenue Account and the 2022 B Redemption Subaccount, in accordance with the Department’s written instructions to the Trustee and the Trust Company. EXECUTED as of the date first above written. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS By: Interim Director of Bond Finance THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory TEXAS TREASURY SAFEKEEPING TRUST COMPANY By: Authorized Officer MORTGAGE LOAN FUND [§502(1), Ind.] (Moneys in all Accounts and Subaccounts held by the Trustee and maintained and invested by the Trust Company pursuant to the Depository Agreement) 2022 B Mortgage Loan Account [§2.12(a), 73rd Supp.] (a) (i)(A)(1), 73rd Supp.] [temporary] 2022 B Costs of Issuance Account [§2.12(a)(i)(A)(2), 73rd Supp.] [temporary] 2022 B Down Payment Assistance Subaccount, within the 2022 B Mortgage Loan Account [§2.12(a)(i)(B)(1), 73rd Supp.] 2022 B Administrative Subaccount, within the 2022 B Mortgage Loan Account [§2.12(a)(i)(B)(2), 73rd Supp.] REVENUE FUND [§502(2), Ind.)] (Moneys in all Accounts and Subaccounts held by the Trustee and maintained and invested by the Trust Company pursuant to Depository Agreement) 2022 B Revenue Account [§2.12(a), 73rd Supp.] 2022 B Capitalized Interest Subaccount, within the 2022 B Revenue Account [§2.12(a)(ii), 73rd Supp.] DEBT SERVICE FUND [§502(3), Ind.)] (Moneys in the following Subaccounts held by the Trustee and maintained and invested by the Trust Company) 2022 B Principal Subaccount [§2.12(a), 73rd Supp.] 2022 B Interest Subaccount [§2.12(a), 73rd Supp.] 2022 B Redemption Subaccount [§2.12(a), 73rd Supp.] EXPENSE FUND [§502(5), Ind.] (Moneys in all Accounts held by the Department and maintained and invested by the Trust Company) 2022 B Expense Account [§2.12(a), 73rd Supp.] 2022 B Rebate Account [§2.12(a)(iii), 73rd Supp.] 80 SFI Expense Fund/Operating Reserve [Already Established - §505(1), Ind.] (a) Surplus Revenues Mortgage Loan Fund created by Section 2.11 of the 14th Supp.; (b) Series 1994A Mortgage Loan Revenue Account created by Section 2.3 of the 16th Supp.; and (c) Surplus Revenues Account created by Section 2.3 of the 16th Supp.
Sample 1See All (4)
Investment of Certain Funds. (A) Moneys in any Account shall be continuously invested and reinvested or deposited and redeposited by the Trustee in Investment Securities at the written direction of the Issuer. The Issuer shall direct the Trustee to invest and reinvest the moneys in any Account in Investment Securities so that the maturity date or date of redemption at the option of the owner thereof shall coincide as nearly as practicable with the times at which moneys are needed to be so expended In the absence of direction from the Issuer the Trustee shall invest the moneys in the Pegasus Treasury MMF Fund or a comparable AAA rated fund invested in Treasury Securities backed by the full faith and credit of the United States government and shall immediately notify the Issuer of such action The Investment Securities purchased shall be held by the Trustee in trust for the benefit of the Note Owners (or the counter-party or provider of any Exchange Agreement or the owners of any Junior Subordinate Obligations to the extent their interests may appear) and shall be deemed at all times to be part of such Account except as provided in subsection (B) hereof, and the Trustee shall keep the Issuer advised as to the details of all such investments. The Trustee may make any and all such investments through its own investment department or that of its affiliates or subsidiaries. (B) Investment Securities purchased as an investment of moneys in any Account held by the Trustee under the provisions of this Trust Agreement shall be deemed at all times to be a part of such Account but the income or interest earned and gains realized in excess of losses suffered by an Account due to the investment thereof shall be deposited in the Revenue Account or shall be credited as Revenues to the Revenue Account from time to time and reinvested. (C) The Trustee shall sell at the best price reasonably obtainable, or present for redemption or exchange, any Investment Security purchased by it pursuant to this Trust Agreement whenever it shall be necessary in order to provide moneys to meet any payment. Any Investment Security may be credited on a pro rata basis to more than one Account and need not be sold in order to provide for the transfer of amounts from one Account to another. The Trustee shall advise the Issuer in writing, on or before the tenth day of each calendar month of all investments held for the credit of each Account in its custody under the provisions of this Trust Agreement as of the end of the prec...
Sample 1
Investment of Certain Funds. The Trustee and the Trust Company shall invest funds relating to the Series 2020 Bonds held in the Series 2020 Acquisition Account, the Series 2020 Revenue Account, the Series 2020 Residual Revenues Account, the Series 2020 Costs of Issuance Account, and the Series 2020 Expense Account in accordance with the Department’s written instructions to the Trustee and the Trust Company. EXECUTED as of the date first above written. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS By: Director of Bond Finance and Chief Investment Officer THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Signatory TEXAS TREASURY SAFEKEEPING TRUST COMPANY By: Authorized Officer 1. Series 2020 Acquisition Account [§2.9(a), 6th Supp.] 2. Series 2020 Revenue Account [§2.9(a), 6th Supp.] 3. Series 2020 Residual Revenues Account [§2.9(a), 6th Supp.] 4. Series 2020 Costs of Issuance Account [§2.9(a), 6th Supp.] 5. Series 2020 Expense Account [§2.9(a), 6th Supp.] 6. Series 2020 Proceeds Account [§2.9(a), 6th Supp.] [temporary]
Sample 1
Investment of Certain Funds. The Department instructs the Trustee and the Trust Company to invest funds relating to the Bonds in accordance with the Department’s written instructions to the Trustee and the Trust Company. EXECUTED as of the date first above written. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer TEXAS TREASURY SAFEKEEPING TRUST COMPANY By: Xxxx Xxxxxxx, Chief Executive Officer 1. 2022A Cost of Issuance Account of the Cost of Issuance Fund (Section 2.9 of Thirty-Sixth Supplement) 2. 2022A Expense Account of the Expense Fund (Section 2.9 of Thirty-Sixth Supplement) 3. 2022A Mortgage Loan Account of the Mortgage Loan Fund (Section 2.9 of Thirty-Sixth Supplement) 4. 2022A Administrative Subaccount, within the 2022A Mortgage Loan Account (Section 2.9 of Thirty-Sixth Supplement) 5. 2022A Down Payment Assistance Subaccount, within the 2022A Mortgage Loan Account (Section 2.9 of Thirty-Sixth Supplement)
Sample 1
Investment of Certain Funds. 1. Moneys held in the Debt Service Fund shall be invested and reinvested by the Trustee to the fullest extent practicable in Investment Obligations which mature no later than one (1) business day prior to such time as shall be necessary to provide moneys when needed for payments to be made from such Fund. Moneys held in the Construction Fund may be invested and reinvested in Investment Obligations which mature not later than such times as shall be necessary to provide moneys when needed for payments to be made from such Fund. The Trustee shall make all such investments of moneys held by it in accordance with written instructions received from any Authority Officer. 2. Interest earned on any moneys or investments in the Construction Fund shall be held in such Fund. 3. Nothing in this 2015 Bond Resolution shall prevent any Investment Obligations acquired as investments of or security for funds held under this 2015 Bond Resolution from being issued or held in book entry form on the books of the Department of the Treasury of the United States.
Sample 1
Investment of Certain Funds. The District agrees, to the extent consistent with applicable Law, to invest and keep invested in a manner consistent with the District’s investment policies in effect from time to time, any unexpended amounts of the Debt Reduction Charges and Capital Recovery Charges during any Contract Year.
Sample 1
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Investment of Certain Funds. The Department instructs the Trustee and the Trust Company to invest funds relating to the Bonds in accordance with the Department’s written instructions to the Trustee and the Trust Company. EXECUTED as of the date first above written. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS By: Interim Director of Bond Finance THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer TEXAS TREASURY SAFEKEEPING TRUST COMPANY By: Xxxx Xxxxxxx, Chief Executive Officer 1. 2022B Interest Account of the Interest Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 2. 2022B Principal Account of the Principal Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 3. 2022B Bond Proceeds Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 4. 2022B Rebate Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 5. 2022B Cost of Issuance Account of the Cost of Issuance Fund (Section 2.9(1) of the Thirty- Seventh Supplement) 6. 2022B Expense Account of the Expense Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 7. 2022B Mortgage Loan Account of the Mortgage Loan Fund (Section 2.9(1) of the Thirty- Seventh Supplement) 8. 2022B Revenue Account of the Revenue Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 9. 2022B Special Redemption Account of the Special Redemption Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 10. 2022B Residual Revenues Account of the Residual Revenues Fund (Section 2.9(1) of the Thirty-Seventh Supplement) 11. 2022B Down Payment Assistance Subaccount, within the 2022B Mortgage Loan Account (Section 2.9(1) of the Thirty-Seventh Supplement) 12. 2022B Administrative Subaccount, within the 2022B Mortgage Loan Account (Section 2.9(1) of the Thirty-Seventh Supplement)
Sample 1
Investment of Certain Funds. The Department instructs the Trustee and the Trust Company to invest funds relating to the Series 2019A Bonds in accordance with the Department’s written instructions to the Trustee and the Trust Company. EXECUTED as of the date first above written. TEXAS DEPARTMENT OF HOUSING AND COMMUNITY AFFAIRS By: Chair ATTEST: Secretary (SEAL) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Authorized Officer 1. 2019A Cost of Issuance Account of the Cost of Issuance Fund (Section 2.9 of Thirty-Third Supplement)
Sample 1

Related to Investment of Certain Funds

  • Restrictions on Payment of Certain Debt Make any payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) with respect to any (a) Permitted Ratio Debt or Subordinated Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (ii) fees and expenses payable to holders of such Permitted Ratio Debt or Subordinated Debt required under the definitive documentation governing such Permitted Ratio Debt or Subordinated Debt (including any applicable subordination agreements), (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Permitted Ratio Debt or Subordinated Debt and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied; or (b) Term Debt, except (i) any scheduled payment, or other contractually required payment, as and when due and payable in accordance with the terms of the definitive documentation governing such Term Debt (including any applicable Intercreditor Agreement), (ii) fees and expenses payable to Term Agent and Term Lenders required under the Term Loan Debt Documents, (iii) in connection with, and to the extent permitted hereby, any Refinancing Debt in connection with such Term Debt and (iii) other payments to the extent expressly permitted in the Intercreditor Agreement and (iv) any other payments (whether voluntary or mandatory, or a prepayment, redemption, retirement, defeasance or acquisition) so long as the Permitted Payment Conditions have been satisfied.

  • Treatment of Certain Refunds If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section 2.17 (including by the payment of additional amounts pursuant to this Section 2.17), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section 2.17 with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (g) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (g), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (g) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.

  • Collection of Certain Mortgage Loan Payments (a) The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans, and shall, to the extent such procedures shall be consistent with this Agreement and the terms and provisions of any applicable insurance policies, follow such collection procedures as it would follow with respect to mortgage loans comparable to the Mortgage Loans and held for its own account. Consistent with the foregoing, the Servicer may in its discretion (i) waive any late payment charge or, if applicable, any penalty interest, or (ii) extend the due dates for the Monthly Payments due on a Mortgage Note for a period of not greater than 270 days; provided that any extension pursuant to clause (ii) above shall not affect the amortization schedule of any Mortgage Loan for purposes of any computation hereunder, except as provided below. In the event of any such arrangement pursuant to clause (ii) above, the Servicer shall make timely P&I Advances on such Mortgage Loan during such extension pursuant to Section 4.03 and in accordance with the amortization schedule of such Mortgage Loan without modification thereof by reason of such arrangements, subject to Section 4.03(d) pursuant to which the Servicer shall not be required to make any such P&I Advances that are Nonrecoverable P&I Advances. Notwithstanding the foregoing, in the event that a Mortgage Loan is in default or, in the judgment of the Servicer, such default is reasonably foreseeable, the Servicer, consistent with the standards set forth in Section 3.01, may also waive, modify or vary any term of such Mortgage Loan (including modifications that would change the related Mortgage Rate, forgive the payment of principal or interest or extend the final maturity date of such Mortgage Loan), accept payment from the related Mortgagor of an amount less than the Stated Principal Balance in final satisfaction of such Mortgage Loan or consent to the postponement of strict compliance with any such term or otherwise grant indulgence to any related Mortgagor. (b) Notwithstanding anything herein to the contrary, the Servicer may waive (or permit a subservicer to waive) a Prepayment Premium pursuant to the conditions set forth in Section 2.05(a)(vii). With respect to any such waiver of a Prepayment Premium, the Servicer shall deliver to the Trustee a written report stating that the conditions set forth in Section 2.05(a)(vii) have been met with respect to the related Mortgage Loan. (c) Notwithstanding any provision in this Agreement to the contrary, in the event the Prepayment Premium payable under the terms of the Mortgage Note is less than the amount of the Prepayment Premium set forth in the Mortgage Loan Schedule or other information provided to the Servicer, the Servicer shall not have liability or obligation with respect to such difference, and in addition the Servicer shall not have any liability or obligation to pay the amount of any uncollected Prepayment Premium if the failure to collect such amount is the direct result of inaccurate or incomplete information on the Mortgage Loan Schedule.

  • Treatment of Certain Payments Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrower under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrower (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrower hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower or as otherwise required by Requirements of Law.

  • Absence of Certain Events No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

  • Application of Certain Payments So long as no Unmatured Event of Default or Event of Default has occurred and is continuing, (a) payments matching specific scheduled payments then due shall be applied to those scheduled payments and (b) voluntary and mandatory prepayments shall be applied as set forth in Sections 6.2 and 6.

  • Amendment of Certain Documents Such Borrower will not amend or otherwise modify its Certificate of Formation or Articles of Association as the case may be, or operating agreement in any way which would have a Material Adverse Effect on such Borrower.

  • Replacement of Certain Lenders (a) If (i) any action to be taken by the Lender Group or Agent hereunder requires the consent, authorization, or agreement of all Lenders or all Lenders affected thereby and if such action has received the consent, authorization, or agreement of the Required Lenders but not of all Lenders or all Lenders affected thereby, or (ii) any Lender makes a claim for compensation under Section 16, then Borrowers or Agent, upon at least five Business Days prior irrevocable notice, may permanently replace any Lender that failed to give its consent, authorization, or agreement (a “Non-Consenting Lender”) or any Lender that made a claim for compensation (a “Tax Lender”) with one or more Replacement Lenders, and the Non-Consenting Lender or Tax Lender, as applicable, shall have no right to refuse to be replaced hereunder. Such notice to replace the Non-Consenting Lender or Tax Lender, as applicable, shall specify an effective date for such replacement, which date shall not be later than 15 Business Days after the date such notice is given. (b) Prior to the effective date of such replacement, the Non-Consenting Lender or Tax Lender, as applicable, and each Replacement Lender shall execute and deliver an Assignment and Acceptance, subject only to the Non-Consenting Lender or Tax Lender, as applicable, being repaid in full its share of the outstanding Obligations (without any premium or penalty of any kind whatsoever, but including (i) all interest, fees and other amounts that may be due in payable in respect thereof, (ii) an assumption of its Pro Rata Share of participations in the Letters of Credit, and (iii) Funding Losses). If the Non-Consenting Lender or Tax Lender, as applicable, shall refuse or fail to execute and deliver any such Assignment and Acceptance prior to the effective date of such replacement, Agent may, but shall not be required to, execute and deliver such Assignment and Acceptance in the name or and on behalf of the Non-Consenting Lender or Tax Lender, as applicable, and irrespective of whether Agent executes and delivers such Assignment and Acceptance, the Non-Consenting Lender or Tax Lender, as applicable, shall be deemed to have executed and delivered such Assignment and Acceptance. The replacement of any Non-Consenting Lender or Tax Lender, as applicable, shall be made in accordance with the terms of Section 13.1. Until such time as one or more Replacement Lenders shall have acquired all of the Obligations, the Commitments, and the other rights and obligations of the Non-Consenting Lender or Tax Lender, as applicable, hereunder and under the other Loan Documents, the Non-Consenting Lender or Tax Lender, as applicable, shall remain obligated to make the Non-Consenting Lender’s or Tax Lender’s, as applicable, Pro Rata Share of Revolving Loans and to purchase a participation in each Letter of Credit, in an amount equal to its Pro Rata Share of participations in such Letters of Credit.

  • Payment of Certain Expenses The Bank covenants and agrees with SCUSA that the Bank will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Bank’s counsel and the Bank’s accountants in connection with the registration of the Securities under the Securities Act and all other expenses in connection with the preparation, printing and filing of the Registration Statement, the Prospectus and any Pricing Supplements, any Issuer Free Writing Prospectus, any Time of Sale Information and all other amendments and supplements thereto and the mailing and delivering of copies thereof to SCUSA, (ii) all costs and expenses related to the transfer and delivery of the Securities, including any transfer or similar taxes payable thereon, (iii) the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 5(b) hereof, including filing fees and the reasonable and documented fees and disbursements of counsel for SCUSA in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) all filing fees and the reasonable and documented fees and disbursements of counsel to SCUSA incurred in connection with the review and qualification of the offering of the Securities by the Financial Industry Regulatory Authority, Inc. ("FINRA"), (v) any fees charged by the rating agencies for the rating of the Securities, (vi) the cost of the preparation, issuance and delivery of the Securities, (vi) the fees and expenses of the Trustee and any agent of the Trustee and the reasonable fees and disbursements of counsel for the Trustee in connection with the Indenture and the Securities, (vii) the document production charges and expenses associated with printing this Agreement and (viii) all other costs and expenses incident to the performance of the obligations of the Bank hereunder for which provision is not otherwise made in this Section. It is understood, however, that, except as provided in this Section, and Section 9 entitled “Indemnification and Contribution”, SCUSA will pay all of its own costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make; provided, however, that the reasonable fees and disbursements of SCUSA’s counsel for the establishment of the Securities shall be paid by the Bank.

  • Absence of Certain Payments To its knowledge, neither the Parent nor any of its respective affiliates, officers, directors, employees or agents or other people acting on behalf of any of them have (i) engaged in any activity prohibited by the United States Foreign Corrupt Practices Act of 1977, or any other similar law, regulation, decree, directive or order of any other country and (ii) without limiting the generality of the preceding clause (i), used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. To its knowledge, neither the Parent nor any of its respective affiliates, directors, officers, employees or agents of other persons acting on behalf of any of them, has accepted or received any unlawful contributions, payments, gifts or expenditures.

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