Common use of Investment of Funds Held by Trustee Clause in Contracts

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge or has received written notice and the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the Trustee, to the extent practicable, in Investment Securities, which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to be required for the purposes intended, but in no event later than the next Monthly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such Fund or Account or Subaccount to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a move. In the absence of any such direction, the Trustee shall hold amounts hereunder uninvested and shall have no liability or obligation to pay interest or earnings on any such amounts. The Trustee and the Authority hereby agree that unless an Event of Default shall have occurred hereunder, the Authority acting by and through an Authorized Representative shall be entitled to, and shall, provide written direction, or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or combination thereof, and the Trustee shall inform the Authority of the details of all such investments. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Noteholders, the Department and the Authority, as their respective interests may appear; provided that, on the Business Day preceding each Monthly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds. All interest and other income collected (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund Balance, and otherwise shall be deposited into the Collection Fund. Upon direction in writing from an Authorized Representative, the Trustee shall sell, in accordance with such direction, or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or Subaccount. The Trustee shall advise the Authority in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Authority) of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par value thereof, plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Each Investment Security may be purchased by the Trustee, through an Affiliate of the Trustee or through a broker agent. The Trustee shall not in any way be held liable for the selection of Investment Securities purchased in accordance with the written investment directions of the Authority or by reason of any insufficiency in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the written investment directions of the Authority or the failure of the Authority to provide timely written investment directions, in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such Fund. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positive. The Authority acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an Investment Securities held hereunder, and, in general to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge or has received written notice and the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the TrusteeAuthority, to the fullest extent practicablepracticable and reasonable, in Investment Securities, Securities which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to will be required for the purposes intended, but in no event later than the next Monthly Quarterly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such Fund or Account or Subaccount to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a move. In the absence of any such directiondirection and to the extent practicable, the Trustee shall hold invest amounts held hereunder uninvested in those Investment Securities described in clause (i) of the definition of the Investment Securities. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Authority; provided that, on the Determination Date preceding each Quarterly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account or Subaccount shall be deposited into the Collection Fund and shall have no liability constitute a portion of the Available Funds for such Quarterly Distribution Date (and any interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or obligation to pay interest Account or earnings on any Subaccount after such amountsDetermination Date shall constitute a portion of the Available Funds for the next Quarterly Distribution Date). The Trustee and the Authority hereby agree that that, unless an Event of Default shall have occurred hereunder, the Authority Authority, acting by and through an Authorized Representative Representative, shall be entitled to, and shall, provide written direction, or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction. Investment Securities may be purchased by or through the Trustee and its Affiliates. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or Subaccounts or combination thereof, and the Trustee shall inform the Authority of the details of all such investments. All such investments shall be held by (or by any custodian on behalf of) Earnings with respect to the Trustee for the benefit of the NoteholdersCapitalized Interest Fund, the Department Acquisition Fund, the Reserve Fund and the AuthorityDepartment Rebate Fund, as their respective interests may appear; provided that, and any net gain on the Business Day preceding each Monthly Distribution Datedisposition of, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) such investments, shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds. All interest and other income collected (net of losses and investment expensesas provided in Section 5.04(a) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund Balance, and otherwise shall be deposited into the Collection Fundhereof. Upon direction in writing from an Authorized RepresentativeRepresentative of the Authority, the Trustee shall sell, in accordance with such directionuse its best efforts to sell at the best price obtainable, or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or SubaccountFund. The Trustee shall advise the Authority in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Authority) ), of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, thereof and shall list any investments which were sold or liquidated for less than the par value thereof, thereof plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Each Investment Security may be purchased by Notwithstanding the Trusteeforegoing, through an Affiliate of the Trustee or through a broker agent. The Trustee shall not in any way be held responsible or liable for the selection of Investment Securities purchased in accordance any losses on investments made by it hereunder or for keeping all Funds held by it fully invested at all times, its only responsibility being to comply with the written investment directions instructions of the Authority or by reason of any insufficiency in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the written investment directions of the Authority or the failure of the Authority to provide timely written investment directions, in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such Fund. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result designee in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positivenon-negligent manner. The Authority acknowledges that that, to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an Investment Securities held hereunder, and, in general to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge or has received written notice and the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the TrusteeAuthority, to the fullest extent practicablepracticable and reasonable, in Investment Securities, Securities which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to will be required for the purposes intended, but in no event later than the next Monthly Quarterly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such Fund or Account or Subaccount to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a move. In the absence of any such directiondirection and to the extent practicable, the Trustee shall hold invest amounts held hereunder uninvested in those Investment Securities described in clause (i) of the definition of the Investment Securities. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Authority; provided that, on the Business Day preceding each Quarterly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account or Subaccount shall be deposited into the Collection Fund and shall have no liability or obligation be deemed to pay interest or earnings on any such amountsconstitute a portion of the Available Funds. The Trustee and the Authority hereby agree that that, unless an Event of Default shall have occurred hereunder, the Authority Authority, acting by and through an Authorized Representative Representative, shall be entitled to, and shall, provide written direction, or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction. Investment Securities may be purchased by or through the Trustee and its Affiliates. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or Subaccounts or combination thereof, and the Trustee shall inform the Authority of the details of all such investments. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Noteholders, the Department and the Authority, as their respective interests may appear; provided that, on the Business Day preceding each Monthly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds. All interest and other income collected (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund Balance, and otherwise shall be deposited into the Collection Fund. Upon direction in writing from an Authorized RepresentativeRepresentative of the Authority, the Trustee shall sell, in accordance with such directionuse its best efforts to sell at the best price obtainable, or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or SubaccountFund. The Trustee shall advise the Authority in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Authority) ), of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, thereof and shall list any investments which were sold or liquidated for less than the par value thereof, thereof plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Each Investment Security may be purchased by Notwithstanding the Trusteeforegoing, through an Affiliate of the Trustee or through a broker agent. The Trustee shall not in any way be held responsible or liable for the selection of Investment Securities purchased in accordance any losses on investments made by it hereunder or for keeping all Funds held by it fully invested at all times, its only responsibility being to comply with the written investment directions instructions of the Authority or by reason of any insufficiency in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the written investment directions of the Authority or the failure of the Authority to provide timely written investment directions, in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such Fund. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result designee in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positivenon-negligent manner. The Authority acknowledges that that, to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an Investment Securities held hereunder, and, in general to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge or has received written notice and the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the TrusteeAuthority, to the fullest extent practicablepracticable and reasonable, in Investment Securities, Securities which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to will be required for the purposes intended, but in no event later than the next Monthly Quarterly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such Fund or Account or Subaccount to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a move. In the absence of any such directiondirection and to the extent practicable, the Trustee shall hold invest amounts held hereunder uninvested in those Investment Securities described in clause (i) of the definition of the Investment Securities. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Authority; provided that, on the Business Day preceding each Quarterly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account or Subaccount shall be deposited into the Collection Fund and shall have no liability or obligation be deemed to pay interest or earnings on any such amountsconstitute a portion of the Available Funds. The Trustee and the Authority hereby agree that unless an Event of Default shall have occurred hereunder, the Authority acting by and through an Authorized Representative shall be entitled to, and shall, provide written direction, or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or Subaccounts or combination thereof, and the Trustee shall inform the Authority of the details of all such investments. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Noteholders, the Department and the Authority, as their respective interests may appear; provided that, on the Business Day preceding each Monthly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds. All interest and other income collected (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund Balance, and otherwise shall be deposited into the Collection Fund. Upon direction in writing from an Authorized RepresentativeRepresentative of the Authority, the Trustee shall sell, in accordance with such directionsell on a best efforts basis, or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or SubaccountFund. The Trustee shall advise the Authority in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Authority) ), of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par value thereof, plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Each Investment Security may be purchased by Notwithstanding the Trusteeforegoing, through an Affiliate of the Trustee or through a broker agent. The Trustee shall not in any way be held responsible or liable for the selection of Investment Securities purchased in accordance any losses on either principal or interest on investments made by it hereunder or for keeping all Funds held by it, fully invested at all times, its only responsibility being to comply with the written investment directions instructions of the Authority or by reason of any insufficiency in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the written investment directions of the Authority or the failure of the Authority to provide timely written investment directions, in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such Fund. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result designee in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positivenon-negligent manner. The Authority acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an Investment Securities held hereunder, and, in general to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge or has received written notice and the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the Trustee, to the extent practicable, in Investment Securities, which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to be required for the purposes intended, but in no event later than the next Monthly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such Fund or Account or Subaccount to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a move. In the absence of any such direction, the Trustee shall hold amounts hereunder uninvested and shall have no liability or obligation to pay interest or earnings on any such amounts. The Trustee and the Authority hereby agree that unless an Event of Default shall have occurred hereunder, the Authority acting by and through an Authorized Representative shall be entitled to, and shall, provide written direction, or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written direction. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or combination thereof, and the Trustee shall inform the Authority of the details of all such investments. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Noteholders, the Department and the Authority, as their respective interests may appear; provided that, on the Business Day preceding each Monthly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds. All interest and other income collected (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund Balance, and otherwise shall be deposited into the Collection Fund. Upon direction in writing from an Authorized Representative, the Trustee shall sell, in accordance with such direction, or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or Subaccount. The Trustee shall advise the Authority in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Authority) of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par value thereof, plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Each Investment Security may be purchased by the Trustee, through an Affiliate of the Trustee or through a broker agent. The Trustee shall not in any way be held liable for the selection of Investment Securities purchased in accordance with the written investment directions of the Authority or by reason of any insufficiency in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the written investment directions of the Authority or the failure of the Authority to provide timely written investment directions, in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such Fund. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positive. The Authority acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an any Investment Securities held hereunder, and, in general to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge or has received written notice and the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the TrusteeCorporation, to the fullest extent practicablepracticable and reasonable, in Investment Securities, Securities which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, holder so that such funds will be available at the close of business on the Business Day prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to will be required for the purposes intended; provided, but that funds deposited in no event later than the next Monthly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within on a Business Day which immediately precedes a Distribution Date are not more than 30 calendar days) move such Fund or Account or Subaccount required to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a movebe invested overnight. In the absence of any such directiondirection and to the extent practicable, the Trustee shall hold invest amounts held hereunder uninvested in those Investment Securities described in clause (h) of the definition of “Investment Securities.” All such investments shall be held by (or by any custodian on behalf of) the Trustee, as trustee for the benefit of the Noteholders, at a financial institution (which may include the Trustee) for which the long-term rating of S&P is not less than “A-,” or the respective short-term equivalent thereof; provided that (i) all interest and other investment earnings collected on funds on deposit in any Fund or Account shall be deposited into the Collection Fund and shall have no liability be deemed to constitute a portion of the Available Funds, and (ii) if the long term rating of S&P of the financial institution at which such investments are held (including the ratings of Trustee to the extent held thereby), at any time fall below “A-” (or obligation the short-term equivalent rating thereof), the Trustee shall provide notice to pay interest the Corporation and shall promptly (and in any event, within 30 calendar days of the date of such downgrade), either (i) transfer amounts on deposit in any Fund or earnings on Account established under this Indenture or deposit any such amountsinvestment securities with a financial institution designated in writing by the Corporation having a long term rating of at least “A-” by S&P, or the short-term equivalent thereof, or (ii) with respect to Investment Securities held at the Trustee, submit a written action plan to S&P to remedy such downgrade of the Trustee within a period not to exceed an additional thirty (30) calendar days of such loss of eligibility, provided that, to the extent such exposures cannot be addressed by collateralization, given the nature of the exposure (i.e. issuer account banks), then such remedy period may be extended, with respect to S&P, for up to an additional thirty (30) calendar days if the Trustee provides S&P with a written action plan before the initial thirty (30) day period expires. Any such costs and expenses associated with such remedial action shall not be expenses of the Corporation and shall be unreimburseable expenses of the Trustee. The Trustee and the Authority Corporation hereby agree that unless an Event of Default shall have occurred hereunder, the Authority Corporation acting by and through an Authorized Representative shall be entitled to, and shall, provide written direction, direction or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities and the Trustee shall not take such discretionary acts without such written or oral direction. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or Subaccounts or combination thereof, and the Trustee shall inform the Authority Corporation of the details of all such investments. All such investments shall be held by (or by Earnings with respect to, and any custodian on behalf of) the Trustee for the benefit of the Noteholders, the Department and the Authority, as their respective interests may appear; provided that, net gain on the Business Day preceding each Monthly Distribution Datedisposition of, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) such investments, shall be deposited immediately upon receipt into the Collection Fund and shall be deemed to constitute a portion of the Available Fundsin accordance with Section 5.01(a) hereof. All interest and other income collected (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund BalanceUpon, and otherwise shall be deposited into the Collection Fund. Upon in accordance with, direction in writing (or orally, confirmed in writing) from an Authorized RepresentativeRepresentative of the Corporation, the Trustee shall sell, in accordance with such direction, sell or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or SubaccountFund. The Trustee shall advise provide electronic access to the Authority in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented Corporation to by the Authority) of information relating to all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par their value thereof, plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates may act as principal or agent in the acquisition or disposition of any Investment Securities. Each Investment Security may be purchased by Notwithstanding the Trusteeforegoing, through an Affiliate of the Trustee or through a broker agent. The Trustee shall not in any way be held responsible or liable for the selection of Investment Securities purchased in accordance any losses on investments made by it hereunder or for keeping all Funds held by it, fully invested at all times, its only responsibility being to comply with the written investment directions instructions of the Authority Corporation or by reason of any insufficiency its designee in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance compliance with the written investment directions Trustee’s standard of the Authority or the failure of the Authority to provide timely written investment directions, care described in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such FundArticle VII hereof. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positive. The Authority acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority Corporation shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an any Investment Securities held hereunder, and, in general general, to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securities.

Investment of Funds Held by Trustee. The Trustee shall invest money held for the credit of any Fund or Account or Subaccount held by the Trustee hereunder, hereunder as directed in writing (or orally, confirmed in writing) by an Authorized Representative (unless an Event of Default shall have occurred hereunder for which a Responsible Officer of the Trustee has actual knowledge Issuer or has received written notice and a designee appointed in writing by an Authorized Officer of the Trustee has received direction with respect thereto pursuant to Section 6.11 hereof) using a form of instructions acceptable to the TrusteeIssuer, to the fullest extent practicablepracticable and reasonable, in Investment Securities, Securities which the Authority shall determine are expected to mature or be redeemed at the option of the holder, without penalty, holder prior to the respective dates when the money held for the credit of such Fund or Account or Subaccount is expected to will be required for the purposes intended, but in no event later than the next Monthly Distribution Date. If a Fund or Account or Subaccount no longer constitutes an Eligible Account, the Trustee shall promptly (and, in any case, within not more than 30 calendar days) move such Fund or Account or Subaccount to another Eligible Institution such that the Fund or Account or Subaccount shall again constitute an Eligible Account; provided, that the Trustee shall reasonably cooperate with the Authority to effectuate such a move. In the absence of written direction by an Authorized Officer of the Issuer, all uninvested moneys in any such direction, Fund or Account held by the Trustee hereunder shall hold amounts hereunder uninvested and shall have no liability be invested in Investment Securities described in (a), (b), (c), (d), (e) or obligation to pay interest or (f) of the definition of Investment Securities. Interest earnings on any such amountsall Investment Securities shall be transferred to the Revenue Fund. The Trustee and the Authority Issuer hereby agree that unless an Event of Default shall have occurred hereunder, the Authority Issuer acting by and through an Authorized Representative Officer shall be entitled to, and shall, provide written direction, direction or oral direction confirmed in writing to the Trustee with respect to any discretionary acts required or permitted of the Trustee under any Investment Securities Agreement and the Trustee shall not take such discretionary acts without such written direction. The Investment Securities purchased shall be held by the Trustee or by another Eligible Institution and shall be deemed at all times to be part of such Fund or Account or combination thereofof Funds or Accounts, and the Trustee shall inform the Authority Issuer of the details of all such investments. All such investments shall be held by (or by any custodian on behalf of) the Trustee for the benefit of the Noteholders, the Department and the Authority, as their respective interests may appear; provided that, on the Business Day preceding each Monthly Distribution Date, all interest and other investment income collected (net of losses and investment expenses) on funds on deposit in any Fund or Account (other than the Reserve Fund) shall be deposited into the Collection Fund and shall be deemed to constitute a portion of the Available Funds. All interest and other income collected (net of losses and investment expenses) on funds on deposit in the Reserve Fund shall be retained in the Reserve Fund to the extent necessary to cause the amount in the Reserve Fund to equal the Specified Reserve Fund Balance, and otherwise shall be deposited into the Collection Fund. Upon direction in writing (or orally, confirmed in writing) from an Authorized RepresentativeOfficer of the Issuer, the Trustee shall sell, in accordance with such directionuse its best efforts to sell at the best price obtainable, or present for redemption, any Investment Securities purchased by it as an investment whenever the Authority determines that it shall be necessary to provide money to meet any payment from the applicable Fund or Account or SubaccountFund. The Trustee shall advise the Authority Issuer in writing, on or before the fifteenth day of each calendar month (or such later date as reasonably consented to by the Authority) Issuer), of all investments held for the credit of each Fund in its custody under the provisions of this Indenture as of the end of the preceding month and the value thereof, and shall list any investments which were sold or liquidated for less than the par their value thereof, plus accrued but unpaid interest at the time thereof. Money in any Fund or Account or Subaccount constituting a part of the Trust Estate may be pooled for the purpose of making investments and may be used to pay accrued interest on Investment Securities purchased; provided, that moneys in the Department SAP Rebate Fund shall be held separately and shall not, in any event, be commingled with other moneys held hereunder. The Trustee and its Affiliates may act as principal or agent in the acquisition or disposition Any purchase of any Investment Securities. Each Investment Security Securities may be purchased made by the Trustee, or through an Affiliate of the Trustee or through a broker agentany of its affiliates. The Notwithstanding the foregoing, the Trustee shall not in any way be held responsible or liable for the selection of Investment Securities purchased in accordance any losses on investments made by it hereunder or for keeping all Funds held by it, fully invested at all times, its only responsibility being to comply with the written investment directions instructions of the Authority Issuer or by reason of any insufficiency in any Account resulting from any market loss on any Investment Security so purchased or sold, including without limitation from any loss incurred as a result of the liquidation of any investment prior to its stated maturity in accordance with the written investment directions of the Authority or the failure of the Authority to provide timely written investment directions, in each case, in the absence of negligence or willful misconduct in the implementation of such investment directions. With respect to any funds invested by the Trustee pursuant to this Indenture, if (A) any recognized overnight benchmark rate or any official overnight interest rate set by a central bank or other monetary authority that is applicable to Investment Securities credited to any Fund is negative or zero, or (B) any market counterpart or other institution applies a negative interest rate or any related charge that is applicable to Investment Securities credited to any Fund, such negative interest rate or related charge shall be debited from such Fund. The Trustee (upon a Responsible Officer of the Trustee receiving written notice or otherwise having actual knowledge of an event described in clause (A) or (B) of the immediately preceding sentence) shall provide the Authority with prompt written notice of the application of any such negative interest rate or related charge and, if this would result designee in a negative yield on such Investment Securities if held to maturity, the Authority shall thereupon promptly direct the Trustee to sell such Investment Securities and to reinvest such funds in Investment Securities that would not result in a negative yield if held to the same maturity, or else to hold the proceeds of such sale uninvested; provided, that the Authority shall not be required to so direct the Trustee if such sale would result in a capital loss. The Authority hereby, and each Noteholder, by the acceptance of a Note, acknowledges and agrees that the application of such a related charge by the Trustee may cause the effective interest rate applicable to an Investment Security credited to a Fund to be negative, notwithstanding that such interest rate would otherwise have been positive. The Authority acknowledges that to the extent the regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Authority the right to receive brokerage confirmations of security transactions, the Authority waives receipt of such confirmations. Without limitation to the authority of the Trustee with respect to the Investment Securities hereunder, the Authority shall retain the authority to institute, participate and join in any plan of reorganization, readjustment, merger or consolidation with respect to the issuer of an Investment Securities held hereunder, and, in general to exercise each and every other power or right with respect to such Investment Securities as individuals generally have and enjoy with respect to their own assets and investments, including power to vote upon any matter relating to holders of such Investment Securitiesnon-negligent manner.