Common use of Investment of Funds and Accounts Clause in Contracts

Investment of Funds and Accounts. Section 6.01 Investment of Bond Fund, Project Fund, and Collateral Fund.‌ (a) Money in all funds or accounts including the Bond Fund, Project Fund, and Collateral Fund shall be invested and reinvested by the Trustee, and at all times held in Eligible Investments at the written direction of the Borrower as approved by the Issuer. In the absence of written direction of the Borrower, any moneys held under this Indenture shall be invested in (i) the [NAME OF MONEY MARKET FUND AVAILABLE TO TRUSTEE], or if such fund is unavailable, (ii) investments described in paragraph (b) of the definition of Eligible Investments. (b) At no time shall the Borrower direct that (a) any funds constituting gross proceeds of the Bonds be used in any manner as would constitute failure of compliance with Section 148 of the Code or (b) any funds be held other than in Eligible Investments. (c) Investments of money in the Bond Fund, Project Fund, and the Collateral Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to provide money to pay any amounts due on the Bonds as they become due on each Interest Payment Date or at stated maturity or on a Mandatory Tender Date. In addition, investment of money in the Project Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts as may be necessary to make anticipated payments from the Project Fund. Any investment in the Bond Fund, the Project Fund or the Collateral Fund that are not classified as Eligible Investments shall be invested in Governmental Obligations. (d) The Trustee shall sell or redeem investments credited to the Bond Fund to produce sufficient money applicable hereunder to and at times required for the purposes of paying any amounts due on the Bonds, and shall do so without necessity for any order on behalf of the Issuer or the Borrower and without restriction by reason of any order. An investment made from money credited to an applicable fund or account shall constitute part of that respective fund or account. All investment earnings from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. All gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. Following the Closing Date, at the direction of the Borrower, the Trustee is permitted to purchase, sell or exchange Eligible Investments upon receipt of a Cash Flow Projection. Notwithstanding anything herein to the contrary, (i) earnings received by the Trustee with respect to Eligible Investments purchased for the purpose of paying Bond Service Charges shall be held uninvested and (ii) Bond proceeds and the Initial Deposit to the Negative Arbitrage Account, if any, shall be held uninvested until the Trustee has purchased, sold or exchanged Eligible Investments. (e) Any investments may be purchased from or sold to the Trustee, or any bank, trust company or savings and loan association which is an affiliate or subsidiary of the Trustee; provided that all such investments must be Eligible Investments. The Trustee shall not be liable for losses on investments made in compliance with the provisions of this Indenture. If the Trustee is required to sell or otherwise dispose of any Eligible Investments prior to maturity at a price below par in connection with a mandatory tender prior to the applicable Mandatory Tender Date, the Borrower shall, at the Borrower’s expense, deliver to the Trustee (i) a Cash Flow Projection and (ii) Eligible Funds in the amount set forth in such Cash Flow Projection, if any. (f) Although each of the Issuer and the Borrower recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, each of the Issuer and the Borrower hereby agrees that confirmations of Eligible Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee may conclusively rely upon the Borrower’s and Issuer’s written instructions as to both the suitability and legality of the directed investments.

Investment of Funds and Accounts. Section 6.01 Investment of Bond Fund, Project Fund, and Collateral Fund.‌ (a) Money Amounts in all any fund or account established under this Loan and Trust Agreement may, if and to the extent then permitted by law, be invested only in Qualified Investments. For the purposes of this Section, investments shall be considered as maturing on the date on which they are redeemable without penalty at the option of the holder or the date on which the Trustee may require their repurchase pursuant to a repurchase agreement qualifying as a Qualified Investment. Any investment herein authorized is subject to the condition that no portion of the proceeds derived from the sale of the Bonds shall be used, directly or indirectly, in such manner as to cause any Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code. In particular, unexpended Bond Proceeds transferred from the Project Fund (or from the Earnings Fund with respect to amounts deposited therein from the Project Costs Account) to the Redemption Account pursuant to Section 3.03(d) may not be invested at a Yield (as defined in the Tax Regulatory Agreement) which is greater than the Yield on the Bonds. Such investments shall be made by the Trustee only at the written request of an Authorized Officer of the Company; and if such investment is to be in one or more certificates of deposit, then such written request shall include written assurance to the effect that such investment complies with the Tax Regulatory Agreement. Any investment hereunder shall be made in accordance with the Tax Regulatory Agreement, and the Company shall so certify to the Trustee with each such investment direction as referred to below. Such investments shall mature in such amounts and at such times as may be necessary to provide funds when needed to make payments from the applicable Fund. Net income or accounts including gain received and collected from such investments shall be credited and losses charged to (i) the Rebate Fund with respect to the investment of amounts held in the Rebate Fund, (ii) the Bond Fund with respect to the investment of amounts held in the Bond Fund, Project Fund, and Collateral (iii) the Earnings Fund shall be invested and reinvested by relating to a Series of Bonds with respect to the Trustee, and at all times investment of amounts held in Eligible Investments at the written direction of the Borrower as approved by the Issuer. In the absence of written direction of the Borrower, Earnings Fund or any moneys held under this Indenture shall be invested in (i) the [NAME OF MONEY MARKET FUND AVAILABLE TO TRUSTEE], or if such fund is unavailable, (ii) investments described in paragraph (b) of the definition of Eligible Investmentsother Fund. (b) At no time shall the Borrower direct that (a) any funds constituting gross proceeds written request of the Bonds be used in any manner as would constitute failure of compliance with Section 148 Company no sooner than ten (10) Business Days prior to each Payment Date, the Trustee shall notify the Company of the Code amount of such net investment income or (b) any funds be held other than gain received and collected subsequent to the last Payment Date and the amount then available in Eligible Investmentsthe various Accounts of the Bond Fund. (c) Investments Upon the written direction of money in an Authorized Officer of the Bond FundCompany, Project Fund, and the Collateral Fund Trustee shall mature or be redeemable sell at the option of best price reasonably obtainable, or present for redemption or exchange, any obligations in which moneys shall have been invested to the Trustee at the times and in the amounts extent necessary to provide money to pay any amounts due on the Bonds as they become due on each Interest Payment Date or at stated maturity or on a Mandatory Tender Date. In addition, investment of money cash in the Project Fund shall mature respective Funds or Accounts, to make any payments required to be redeemable at made therefrom, or to facilitate the option transfers of the Trustee at the times moneys or securities between various Funds and in the amounts Accounts as may be necessary required from time to make anticipated payments from the Project Fund. Any investment in the Bond Fund, the Project Fund or the Collateral Fund that are not classified as Eligible Investments shall be invested in Governmental Obligations. (d) The Trustee shall sell or redeem investments credited time pursuant to the Bond Fund to produce sufficient money applicable hereunder to and at times required for the purposes provisions of paying any amounts due on the Bonds, and shall do so without necessity for any order on behalf of the Issuer or the Borrower and without restriction by reason of any order. An investment made from money credited to an applicable fund or account shall constitute part of that respective fund or account. All investment earnings from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. All gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. Following the Closing Date, at the direction of the Borrower, the Trustee is permitted to purchase, sell or exchange Eligible Investments upon receipt of a Cash Flow Projection. Notwithstanding anything herein to the contrary, (i) earnings received by the Trustee with respect to Eligible Investments purchased for the purpose of paying Bond Service Charges shall be held uninvested and (ii) Bond proceeds and the Initial Deposit to the Negative Arbitrage Account, if any, shall be held uninvested until the Trustee has purchased, sold or exchanged Eligible Investments. (e) Any investments may be purchased from or sold to the Trustee, or any bank, trust company or savings and loan association which is an affiliate or subsidiary of the Trustee; provided that all such investments must be Eligible Investmentsthis Article. The Trustee shall not be liable for losses on investments made incurred as a result of actions taken in compliance good faith in accordance with the provisions of this IndentureSection. If As soon as practicable after any such sale, redemption or exchange, the Trustee is required shall give notice thereof to sell or otherwise dispose of any Eligible Investments prior to maturity at a price below par in connection with a mandatory tender prior to the applicable Mandatory Tender Date, the Borrower shall, at the Borrower’s expense, deliver to the Trustee (i) a Cash Flow Projection and (ii) Eligible Funds in the amount set forth in such Cash Flow Projection, if any. (f) Although each of the Issuer and the Borrower recognizes that it may obtain a broker confirmation Company. (d) Neither the Trustee nor the Issuer shall be liable for any loss arising from, or written statement containing comparable information at no additional cost, each any depreciation in the value of any obligations in which moneys of the Issuer Funds and Accounts shall be invested in accordance with this Loan and Trust Agreement. The investments authorized by this Section shall at all times be subject to the Borrower hereby agrees that confirmations provisions of Eligible Investments are not required applicable law, as amended from time to time. (e) In computing the amount in any Fund or Account, obligations purchased as an investment of moneys therein shall be issued valued at fair market value as determined by the Trustee for one month prior to each month in Interest Payment Date. The fair market value of Qualified Investments shall be determined as follows: (i) Except as elsewhere specifically stated below, the fair market value of a Qualified Investment is the price at which a monthly statement willing buyer would purchase the Qualified Investment from a willing seller in a bona fide arm’s-length transaction. (ii) The purchase price of a guaranteed investment contract is rendered. No statement need be rendered treated as its fair market value on the purchase date if: (A) The Company makes a bona fide solicitation for any fund a specified guaranteed investment contract and receives at least three (3) bona fide bids from providers that have no material financial interest in the issue (e.g., as underwriters or account brokers); (B) The Company purchases the highest yielding guaranteed investment contract for which a qualifying bid is made (determined net of broker’s fees); (C) The yield on the guaranteed investment contract (determined net of broker’s fees) is not less than the yield then available from the provider on reasonably comparable guaranteed investment contracts, if no activity occurred any, offered to other Persons from a source of funds other than Gross Proceeds (as defined in such fund or account during such month. the Tax Regulatory Agreement) of tax-exempt bonds; (D) The Trustee may conclusively rely upon the Borrower’s and Issuer’s written instructions as to both the suitability and legality determination of the directed investmentsterms of the guaranteed investment contract takes into account as a significant factor the Company’s reasonably expected draw-down schedule for the amounts to be invested, exclusive of amounts deposited in debt service funds and reasonably required reserve or replacement funds; (E) The terms of the guaranteed investment contract, including collateral security requirements, are reasonable; and (F) The obligor on the guaranteed investment contract certifies the administrative costs that it is paying (or expects to pay) to third parties in connection with the guaranteed investment contract; (G) If the Issuer uses an agent to conduct the bidding process, the agent does not bid to provide the investment; (H) All bidders have equal opportunity to bid so that no bidder is given the opportunity to review the other bids before bidding; and (I) All bidders are reasonably competitive providers of investments of the type purchased. (iii) The fair market value of a certificate of deposit is its purchase price if it has a fixed rate of interest, a fixed payment schedule, and a substantial penalty for early withdrawal and the yield on the certificate of deposit is not less than (1) the yield on reasonably comparable direct obligations of the United States, and (2) the highest yield published or posted by the provider to be currently available on reasonably comparable certificates of deposit offered to the public. (iv) The fair market value of the Debt Service Reserve Fund Facility shall be the amount remaining on such Debt Service Reserve Fund Facility to be drawn on.

Investment of Funds and Accounts. Section 6.01 Investment of Bond Fund, Project Fund, and Collateral Fund.‌ (a) Money Subject to restrictions set forth in all funds or accounts including a Credit Agreement, if any, amounts in any account created herein shall, to the Bond Fundextent permitted by Applicable Law, Project Fund, and Collateral Fund shall be invested and reinvested by the Trustee, and at all times held in Eligible Investments at the written direction of the Borrower as approved by the Issuer. In the absence of written direction of the Borrower, any moneys held under this Indenture shall be invested in (i) the [NAME OF MONEY MARKET FUND AVAILABLE TO TRUSTEE]Investment Securities which, or if such fund is unavailableby their terms, (ii) investments described in paragraph (b) of the definition of Eligible Investments. (b) At no time shall the Borrower direct that (a) any funds constituting gross proceeds of the Bonds be used in any manner as would constitute failure of compliance with Section 148 of the Code or (b) any funds be held other than in Eligible Investments. (c) Investments of money in the Bond Fund, Project Fund, and the Collateral Fund shall mature or be redeemable at the option of are subject to liquidation by the Trustee at the times and in the amounts required to provide immediately available funds for the payment when due of Bond Insurance Premium, Debt Service, Administrative Expenses and Indemnification Obligations. (i) All investments shall be made by the Trustee pursuant to a Tenant Letter of Instructions; provided, however, such Tenant Letter of Instructions shall contain a certification to the effect that the Investment Securities to be purchased for each fund or account constitute legal investments for public funds under Applicable Law and comply in all respects with the City’s investment policy approved by the City Council from time to time. (ii) Such Investment Securities shall mature in such amounts and at such times as may, in the judgment of the Authorized Tenant Officer executing such Tenant Letter of Instructions, be necessary to provide money funds when needed to pay any amounts due make timely payments from such fund or account. (iii) In order to avoid loss in the event of a need for funds, the Tenant may, in lieu of a liquidation of investments in an account from which payment is required to be made, authorize the Trustee to exchange such Investment Securities for Investment Securities on the Bonds as they become due on each Interest Payment Date deposit in another account that may be liquidated at no, or at stated maturity or on a Mandatory Tender Date. In additionreduced, loss. (b) Obligations purchased as an investment of money moneys in any account or subaccount created in or confirmed by this Indenture shall be deemed at all times to be a part of such account or subaccount. Furthermore, except to the extent subsequently transferred to another fund or account in accordance with the terms of this Indenture, the income or interest earned, profits realized or losses suffered by an account due to the investment thereof shall be retained in, credited or charged, as the case may be, to such fund or account. (c) Investment Securities held in the Project Fund accounts and subaccounts hereunder shall mature or be redeemable at the option of valued by the Trustee at market value, excluding accrued interest, as of the times and in the amounts as may be necessary to make anticipated payments from the Project Fund. Any investment in the Bond Fund, the Project Fund or the Collateral Fund that are not classified as Eligible Investments shall be invested in Governmental Obligationslast Business Day of each month. (d) The Except as otherwise provided in this Indenture, the Trustee shall sell or redeem investments credited cause to be sold at the Bond Fund best price obtainable, or present for redemption or exchange, any Investment Security purchased as an investment pursuant to produce sufficient money applicable hereunder to and at times required for the purposes of paying any amounts due on the Bonds, and shall do so without necessity for any order on behalf of the Issuer or the Borrower and without restriction by reason of any order. An investment made from money credited to an applicable fund or account shall constitute part of that respective fund or account. All investment earnings from amounts on deposit in the Project Fund and the Collateral Fund this Indenture whenever it shall be credited necessary in order to and become part of the Bond Fund. All gains resulting provide moneys to meet any payment or transfer from the sale ofaccount for which such investment was made, or income from, any investment made from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. Following the Closing Date, at the direction of the Borrower, the Trustee is permitted to purchase, sell or exchange Eligible Investments upon receipt of a Cash Flow Projection. Notwithstanding anything herein to the contrary, (i) earnings received each case as directed by the Trustee with respect to Eligible Investments purchased for the purpose of paying Bond Service Charges shall be held uninvested and (ii) Bond proceeds and the Initial Deposit to the Negative Arbitrage Account, if any, shall be held uninvested until the Trustee has purchased, sold or exchanged Eligible InvestmentsTenant. (e) Any investments To the extent not invested in Investment Securities, amounts on deposit in accounts shall be fully secured in the same manner as is required for the public funds of the City, as directed by the City or the Tenant. (f) The Trustee may be purchased from or sold to invest money held hereunder in Investment Securities acquired in a transaction for which the Trustee, Trustee or any bank, trust company Affiliate thereof acts as offeror or savings and loan association which is an affiliate or subsidiary of the Trustee; provided that all such investments must be Eligible Investmentsreceives reasonable compensation. The Trustee shall is not be liable responsible for losses on investments made in compliance with the provisions of this Indenture. If the Trustee is required to sell or otherwise dispose of any Eligible Investments prior to maturity at a price below par in connection with a mandatory tender prior to the applicable Mandatory Tender Date, the Borrower shall, at the Borrower’s expense, deliver to the Trustee (i) a Cash Flow Projection and (ii) Eligible Funds in the amount set forth in such Cash Flow Projection, if anyIndenture provisions. (f) Although each of the Issuer and the Borrower recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, each of the Issuer and the Borrower hereby agrees that confirmations of Eligible Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee may conclusively rely upon the Borrower’s and Issuer’s written instructions as to both the suitability and legality of the directed investments.

Investment of Funds and Accounts. Section 6.01 Investment of Bond Fund, Project Fund, and Collateral Fund.‌ (a) Fund. Money in all funds or accounts including the Bond Fund, Project Fund, and Collateral Fund shall be invested and reinvested by the Trustee, and at all times held in Eligible Investments at the written direction of the Borrower as approved by the Issuer. In the absence of written direction of the Borrower, any moneys held under this Indenture shall be invested in (i) the [NAME OF MONEY MARKET FUND AVAILABLE TO TRUSTEE]Wilmington Treasury Administrative Class CUSIP 00000X000. The Trustee shall have no discretion for investing funds or advising any parties on investing funds. Neither the Issuer nor the Trustee shall incur any liability in connection with any action as contemplated by this Section 6.01 so long as each acts in good faith, or, with respect to the Trustee, upon written instructions from an Authorized Borrower Representative or if such fund in accordance with this Indenture. The parties acknowledge that the Trustee is unavailablenot providing investment supervision, (ii) investments described in paragraph (b) of the definition of Eligible Investments. (b) recommendations or advice. At no time shall the Borrower direct that (a) any funds constituting gross proceeds of the Bonds be used in any manner as would constitute failure of compliance with Section 148 of the Code or (b) any funds be held other than in Eligible Investments. (c) . Investments of money in the Bond Fund, Project Fund, and the Collateral Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to provide money to pay any amounts due on the Bonds as they become due on each Interest Payment Date or at stated maturity or on a Mandatory Tender Date. In addition, investment of money in the Project Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts as may be necessary to make anticipated payments from the Project Fund. Any investment in the Bond Fund, the Project Fund or the Collateral Fund that are not classified as Eligible Investments shall be invested in Governmental Obligations. (d) . The Trustee shall sell or redeem investments credited to the Bond Fund to produce sufficient money applicable hereunder to and at times required for the purposes of paying any amounts due on the Bonds, and shall do so without necessity for any order on behalf of the Issuer or the Borrower and without restriction by reason of any order. An investment made from money credited to an applicable fund or account shall constitute part of that respective fund or account. All investment earnings from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. All gains resulting from the sale of, or income from, any investment made from amounts on deposit in the Project Fund and the Collateral Fund shall be credited to and become part of the Bond Fund. Following the Closing Date, at the direction of the Borrower, the Trustee is permitted to purchase, sell or exchange Eligible Investments upon receipt of a Cash Flow Projection. Notwithstanding anything herein to the contrary, (i) earnings received by the Trustee with respect to Eligible Investments Governmental Obligations purchased for the purpose of paying Bond Service Charges shall be held uninvested and (ii) Bond proceeds and the Initial Deposit to the Negative Arbitrage Account, if any, shall be held uninvested until the Trustee has purchased, sold or exchanged Eligible Investments. (e) uninvested. Any investments may be purchased from or sold to the Trustee, or any bank, trust company or savings and loan association which is an affiliate or subsidiary of the Trustee; provided that all such investments must be Eligible Investments. The Trustee shall not be liable for losses on investments made in compliance with the provisions of this Indenture. If the Trustee is required to sell or otherwise dispose of any Eligible Investments prior to maturity at a price below par in connection with a mandatory tender prior to the applicable Initial Mandatory Tender Date, the Borrower shall, at the Borrower’s expense, deliver to the Trustee (i) a Cash Flow Projection and (ii) Eligible Funds in the amount set forth in such Cash Flow Projection, if any. (f) . Although each of the Issuer and the Borrower recognizes that it may obtain a broker confirmation or written statement containing comparable information at no additional cost, each of the Issuer and the Borrower hereby agrees that confirmations of Eligible Investments are not required to be issued by the Trustee for each month in which a monthly statement is rendered. No statement need be rendered for any fund or account if no activity occurred in such fund or account during such month. The Trustee may conclusively rely upon the Borrower’s and Issuer’s written instructions as to both the suitability and legality of the directed investments.