Investment of Funds in Accounts. (a) The Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending deposit into the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, shall not have given any such investment directions, the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing to the credit of the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments. (b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investment, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1. (c) The Paying Agent shall have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, pursuant to this Agreement. (d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall include the investments in which such moneys are invested. (e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 2 contracts
Samples: Custodial and Paying Agency Agreement, Custodial and Paying Agency Agreement
Investment of Funds in Accounts. (a) The Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending deposit into Master Servicer with respect to the Collection Account, the Working Capital Grantor Trust Collection Account, the Interest Reserve Account and any Reserve Accounts, the Special Servicer with respect to any REO Account and the Trustee with respect to the Distribution Account, the Excess Liquidation Proceeds Account and the Grantor Trust Distribution Account may direct any depository institution maintaining such account (subject, in the case of Reserve Accounts, to applicable laws and the related Mortgage Loan Documents) (each, for purposes of this Section 3.7, an "Investment Account") to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement; provided, however, that all investments in the Distribution Account and Grantor Trust Distribution Account, including those payable on demand, shall mature no later than the Business Day prior to the next Distribution Date. Any direction by the Master Servicer, the Special Servicer or the Trustee, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Reserve Account, the Defeasance AccountMaster Servicer shall act upon the written request of the related Borrower or Manager to the extent the Master Servicer is required to do so under the terms of the related Mortgage Loan, provided that in the absence of appropriate written instructions from such Borrower or Manager meeting the requirements of this Section 3.7, the Initial Member Development Funding AccountMaster Servicer shall have no obligation to, but will be entitled to, direct the Company Development Account and the Private Owner Pledged Account, as applicable, amounts received and retained investment of funds in such accountsReserve Accounts. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as so directed such) or in Permitted Investmentsthe name of a nominee of the Trustee. If The Trustee shall have sole control (except with respect to investment direction which shall be in the Companysole control of the Person specified above (subject, in the Initial Membercase of Reserve Accounts, to the Private Owner rights of the related Borrower or Manager under the NGPMN Agent, related Mortgage Loan Documents) as applicable, shall not have given an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment directions, the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing be delivered directly to the credit of Trustee or its nominee (which shall initially be the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments.
(b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”Master Servicer), after application together with any document of all other available funds, the Paying Agent shall allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of necessary to transfer title to such liquidation (including any loss of principal) shall be allocated entirely investment to the Account from which the transfer of funds was required to be madeTrustee or its nominee. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investment, the liquidation of which would involve an interest cost or penalty. The Paying Agent Trustee shall have no responsibility or liability with respect to any interest cost the investment directions of the Master Servicer or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1.
(c) The Paying Agent shall have no liability with respect to Permitted Investments (Special Servicer or any losses resulting therefrom) made , whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at the direction of the Companyany time invested in a Permitted Investment payable on demand, the Initial MemberTrustee, the Private Owner Master Servicer or the NGPMN AgentSpecial Servicer, as applicable, pursuant to this Agreement.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall include the investments in which such moneys are invested.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.shall:
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (PNC Mort Accept Corp Commerc Mort Pass THR Cert Ser 1999 Cm1), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Investment of Funds in Accounts. (a) The Company, the Initial Member, PMN Agent or the Private Owner or the NGPMN AgentOwner, as applicable, shall may, at all times any time or from time to time, direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shallwill, invest, pending deposit into invest amounts received and retained in the Collection Account, the Working Capital Reserve Account, the Defeasance AccountDistribution Account (as provided in Section 3.2(a) or Section 5.1(c)), the Initial Member Development Funding Account, the Company Development Account and or the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. In each case, such investment directions may be in the form of standing instructions, and may further include standing instructions for deposit of otherwise uninvested amounts in Permitted Investments of an overnight nature. If the Company, the Initial Member, PMN Agent or the Private Owner or the NGPMN AgentOwner, as applicable, shall does not have given give any such investment directions, the Paying Agent shall is to seek investment directions from such Person. If the Company, the Initial Member, PMN Agent or the Private Owner or the NGPMN AgentOwner, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 3.9, 4.1 or 4.15.1(c), the balance standing to the credit of the Collection Account, the Working Capital Reserve Account, the Distribution Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Pledged Account, as applicable, will will, except as otherwise expressly provided herein, remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments.
(b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof of this Section 4.1 to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall is to allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof of this Agreement to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall is to be liquidated, and the proceeds of such liquidation shall are to be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall are to be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall is to liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate liquidates any Permitted Investment, Investment the liquidation of which would involve an interest cost or penalty. The Paying Agent shall will have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1.
(c) The Paying Agent shall will have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, PMN Agent or the Private Owner or the NGPMN AgentOwner, as applicable, pursuant to this Agreement.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall are to include the investments in which such cash, moneys or funds therein or balances thereof are invested.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall will have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. 11:00 a.m. New York City time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. 11:00 a.m. New York City time will are to be treated as if received on the following Business Day in New YorkYork City. Subject to Section 4.1(b) above), the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be is required to make a transfer pursuant to the terms hereofof this Agreement. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 1 contract
Investment of Funds in Accounts. (a) The Company, the Initial Member, the Private Owner Company or the NGPMN AgentPurchase Money Note Guarantor, as applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending amounts on deposit into and retained in the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Liquidity Account and the Private Owner Pledged Special Reserve Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. If Upon receipt of conflicting investment directions from the CompanyCompany and the Purchase Money Note Guarantor, the Initial Member, Paying Agent shall follow the Private Owner or investment directions of the NGPMN Agent, as applicable, Purchase Money Note Guarantor. If neither the Company nor the Purchase Money Note Guarantor shall not have given any such investment directions, the Paying Agent shall seek investment directions from such Person. If Persons within three (3) Business Days after transfer of such funds to the CompanyCollection Account, the Initial MemberLiquidity Account, the Private Owner or the NGPMN AgentSpecial Reserve Account, as applicable, does not provide . If neither the Company nor the Purchase Money Note Guarantor shall have provided the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or this Section 4.1, the balance standing to the credit of the Collection Account, the Working Capital Reserve Liquidity Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Special Reserve Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments.
(b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds among the Collection Account, the Working Capital Reserve Liquidity Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Distribution Account and the Private Owner Pledged Special Reserve Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investment, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1.
(c) The Paying Agent shall have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, the Private Owner Company or the NGPMN AgentPurchase Money Note Guarantor, as applicable, pursuant to this Agreement.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall include the investments in which such moneys are invested.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 1 contract
Investment of Funds in Accounts. (a) The Company, the Initial Member, Member or the Private Owner or the NGPMN AgentOwner, as applicable, shall may, at all times any time or from time to time, direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending deposit into invest amounts received and retained in the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Distribution Account and (as provided in Section 3.2) or the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. If the Company, the Initial Member, Member or the Private Owner or the NGPMN AgentOwner, as applicable, shall not have given any such investment directions, the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, Member or the Private Owner or the NGPMN AgentOwner, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing to the credit of the Collection Account, the Working Capital Reserve Account, the Distribution Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Pledged Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments.
(b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investment, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1.
(c) The Paying Agent shall have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, Member or the Private Owner or the NGPMN AgentOwner, as applicable, pursuant to this Agreement.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall include the investments in which such moneys are invested.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. 11:00 a.m. New York City time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. 11:00 a.m. New York City time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b4.1 (b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 1 contract
Investment of Funds in Accounts. (a) The Company, the Initial Member, Company or the Private Owner or the NGPMN AgentOwner, as applicable, shall may, at all times any time or from time to time, direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shallwill, invest, pending deposit into invest amounts received and retained in the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and or the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. If the Company, the Initial Member, Company or the Private Owner or the NGPMN AgentOwner, as applicable, shall does not have given give any such investment directions, the Paying Agent shall is to seek investment directions from such Person. If the Company, the Initial Member, Company or the Private Owner or the NGPMN AgentOwner, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing to the credit of the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Pledged Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments.
(b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof of this Section 4.1 to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall is to allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof of this Agreement to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall is to be liquidated, and the proceeds of such liquidation shall are to be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall are to be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall is to liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate liquidates any Permitted Investment, Investment the liquidation of which would involve an interest cost or penalty. The Paying Agent shall will have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1.
(c) The Paying Agent shall will have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, Company or the Private Owner or the NGPMN AgentOwner, as applicable, pursuant to this Agreement.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall are to include the investments in which such cash, moneys or funds therein or balances thereof are invested.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall will have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. 11:00 a.m. New York City time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. 11:00 a.m. New York City time will are to be treated as if received on the following Business Day in New YorkYork City. Subject to Section 4.1(b) above), the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be is required to make a transfer pursuant to the terms hereofof this Agreement. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 1 contract
Investment of Funds in Accounts. (a) The CompanyUnless a Default has occurred and is Continuing, the Initial MemberCollateral Trustee shall invest funds (and vary and redeem such investments) in the Accounts as directed by the Partnership, provided that such investments shall be made only in Authorized Investments and shall be at the Private Owner or the NGPMN Agent, as applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending deposit into the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, shall not have given any such investment directions, the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing to the credit expense of the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted InvestmentsPartnership.
(b) If a Default has occurred and is Continuing, the Collateral Trustee shall, to the extent so notified as contemplated by clause (a) of Section 5.08, invest funds (and vary and redeem such investments) in the Accounts as directed by the Person designated in the notice given pursuant to clause (a) of Section 5.08, provided that such funds may be invested only in Authorized Investments and shall be at the expense of the Partnership.
(c) If at any time the Collateral Trustee has not received written instructions as to the investments of funds (or variation or redemption of such investments) in the Accounts, it shall use its reasonable efforts (without waiting for further instructions) to, and shall in any event within 10 days following receipt of funds, invest such funds to the extent practicable in Authorized Investments that mature no later than the next Business Day. All investments of funds in the Accounts pursuant to this Section 5.07 shall be made on behalf of the Collateral Trustee and shall be reflected as such on the books and records of the Collateral Trustee and shall be at the expense of the Partnership.
(d) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a withdrawal or transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall allocate Collateral Trustee (unless, so long as no Default is Continuing, otherwise directed by the Partnership) is authorized to liquidate any investment, to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), ifextent that, after application of all other available funds, liquidation of a Permitted Investment such investment is necessary to make any such transfer, the Paying Agent is authorized . The Collateral Trustee shall use its reasonable efforts to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved investments in the same proportion as the allocation of such Permitted Investment, except a manner that the net minimizes interest costs and expensespenalties (unless, if anyso long as no Default is Continuing, of such liquidation otherwise directed by the Partnership). The Collateral Trustee (including any loss of principalin its individual and trust capacities) shall be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investmenthave, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have however, no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment investment pursuant to this Section 4.1.
clause (cd), nor shall the Collateral Trustee (in its individual and trust capacities) The Paying Agent shall have no any liability with respect to Permitted Investments investments of moneys held in the Accounts (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, pursuant to in accordance with this AgreementSection 5.07.
(de) All references in this Agreement to the Accounts Accounts, and to cash, moneys or funds therein or balances thereof thereof, shall include the investments Authorized Investments in which such moneys are investedthen invested and the proceeds thereof.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
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Investment of Funds in Accounts. (a) The CompanyUnless a Borrower Event of Default shall be Continuing, the Initial Member, Trustee shall invest funds (and vary and redeem such investments) in the Private Owner or the NGPMN AgentProceeds Account and its Sub-Accounts, as applicabledirected by the Borrower, and the Borrower shall at all times direct have the Paying Agent toright to cause the investment of funds in the Onshore Accounts, and, upon receipt of provided in each case that such investment directionis a Permitted Investment. During the Continuance of a Borrower Event of Default, the Paying Agent shall, invest, pending deposit into the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed investments in Permitted Investments. If Investments shall be made as directed by the Company, Administrative Agent (acting upon instructions from the Initial Member, Majority Lenders) or as directed by the Private Owner or Borrower if the NGPMN Agent, as applicable, shall not have given any such investment directions, Administrative Agent (acting upon instructions from the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing to the credit of the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted InvestmentsMajority Lenders) so agrees.
(b) Whenever the Paying Agent Trustee is directed or authorized in accordance with the terms hereof to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts or Sub-Accounts”), after application of all other available funds, the Paying Agent Trustee shall allocate to the Account or Sub-Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent Trustee is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts or Sub-Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent Trustee is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account or Sub-Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account or Sub-Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts or Sub-Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Account or Sub-Account from which the transfer of funds was required to be made. The Paying Agent Trustee shall liquidate all those Permitted Investments that which can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investment, the liquidation of which would involve an interest cost or penalty. The Paying Agent Trustee shall have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.14.20(b).
(c) The Paying Agent Trustee shall have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, the Private Owner Borrower or the NGPMN Agent, as applicable, Administrative Agent pursuant to clause (a) or (b) of this AgreementSection 4.20.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall include the investments in which such moneys are then invested.
(e) The Paying Agent Trustee may execute any investment directions instruction provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent Trustee nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent Trustee will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent Trustee after 4:00 p.m. New York time on the day of deposit. Directions Instructions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day business day in New York. Subject to Section 4.1(b) above, the Paying Agent The Trustee will have the power to sell or liquidate Permitted Investments whenever the Paying Agent Trustee will be required to make a transfer pursuant to the terms hereof. The Paying Agent Trustee will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds. Any interest or other income received on Permitted Investments will become part of the trust funds held by the Trustee in accordance with the terms hereof and will be deemed to be funds of this Agreementthe Borrower for U.S. tax purposes. If a selection is not made, the balance standing to the credit of the Proceeds Account will remain uninvested with no liability for interest therein. It is agreed and understood that the Trustee may earn fees associated with Permitted Investments.
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Investment of Funds in Accounts. (a) The CompanyUnless an Event of Default has occurred and is continuing, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, Collateral Agent shall at all times direct the Paying Securities Intermediary to invest funds (and vary and redeem such investments) in the New York Accounts in the name of the Collateral Agent to, and, upon receipt as directed by the Borrower or Apex Metals (solely with respect to the Apex Metals Account); provided that such investments shall only be in Authorized Investments in Dollars and shall be at the sole risk and expense of such investment direction, the Paying Agent shall, invest, pending deposit into Borrower or Apex Metals (solely with respect to the Collection Apex Metals Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account ). All taxes accruing with respect to Authorized Investments and the Private Owner Pledged Accountacquisition, as applicable, amounts received liquidation and retained in such accounts, as so directed in Permitted Investments. If redemption thereof shall be for the Company, sole account of the Initial Member, the Private Owner Borrower or the NGPMN Agent, as applicable, shall not have given any such investment directions, the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, does not provide the Paying Agent Apex Metals (solely with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing respect to the credit of the Collection Apex Metals Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments).
(b) If an Event of Default has occurred and is continuing, the Collateral Agent shall, to the extent so notified as contemplated by Section 4.05(a), direct the Securities Intermediary to invest funds (and vary and redeem such investments) in the New York Accounts as directed by the Person designated by the applicable Secured Parties in an Account Enforcement Notice, provided that such funds may be invested only in certain Authorized Investments as directed by the Administrative Agent, at the instruction of the Majority Secured Parties.
(c) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a withdrawal or transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Collateral Agent shall allocate (unless, so long as no Event of Default is continuing, otherwise directed by the Borrower or Apex Metals (solely with respect to the Account Apex Metals Account)) is authorized to which such funds are direct the Securities Intermediary to be transferred a portion of liquidate any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding investment to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), ifextent that, after application of all other available funds, liquidation of a Permitted Investment such investment is necessary to make any such transfer, provided that the Paying Collateral Agent is authorized shall not be obliged to issue such a direction to so liquidate any investment unless directed to do so by the Borrower or Apex Metals (solely with respect to the Apex Metals Account) (or, in the event that an Account Enforcement Notice has been delivered and not revoked, the Administrative Agent or the Person identified in such Permitted Investmentnotice). If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only directed by the portion of such Permitted Investment allocated Borrower or Apex Metals (solely with respect to the Apex Metals Account) (or, in the event that an Account from which Enforcement Notice has been delivered and not revoked, the Administrative Agent or the Person identified in such transfer is notice), the Collateral Agent shall cause to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved in the same proportion liquidated investments as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Account from which the transfer of funds was required to be madeso directed. The Paying Collateral Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investmenthave, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have however, no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment investment pursuant to this Section 4.1.
clause (c) The Paying ), nor shall the Collateral Agent shall have no any liability with respect to Permitted Investments investments (including purchases or conversions of foreign exchange) of moneys held in the New York Accounts (or any losses resulting therefrom) made in accordance with this Section 4.03, except in the case of gross negligence or willful misconduct of the Collateral Agent as finally determined by a court of competent jurisdiction. All investment of funds in the New York Accounts shall be made in the name of and on behalf of the Collateral Agent and should be reflected as such on the books and records of the Securities Intermediary, and shall be at the direction sole cost and expense of the CompanyBorrower and Apex Metals (solely with respect to the Apex Metals Account). To the extent that a transfer of funds from one New York Account to another New York Account is required in accordance with the terms of this Agreement and the Securities Intermediary can effect such transfer without liquidating Authorized Investments in the New York Account from which funds are to be transferred (e.g., where such New York Account has an Authorized Investment having a face amount that is less than or equal to the amount of the funds to be transferred), then the Collateral Agent, the Initial Member, Borrower or Apex Metals (solely with respect to the Private Owner or Apex Metals Account) may request that the NGPMN Agent, as applicable, pursuant Securities Intermediary transfer such Authorized Investments to this Agreementthe recipient New York Account without liquidating such Authorized Investment.
(d) All references in this Agreement to the New York Accounts and to cash, moneys or funds therein or balances thereof thereof, shall include the investments in which such moneys are investedthen invested and the proceeds thereof.
(e) The Paying Agent may execute any investment directions provided Proceeds of Authorized Investments shall be posted to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions Accounts to invest or reinvest that which such Authorized Investments are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreementcredited.
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Investment of Funds in Accounts. (a) The Company, the Initial Member, the Private Owner Company or the NGPMN AgentPurchase Money Notes Guarantor, as applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending deposit into the Collection Account, the Working Capital Reserve Account, Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account, as applicable, amounts received and retained in such accountsAccounts, as so directed in Permitted Investments. If the Company, the Initial Member, the Private Owner Company or the NGPMN AgentPurchase Money Notes Guarantor, as applicable, shall not have given any such investment directions, the Paying Agent shall seek investment directions from such PersonPerson within three (3) Business Days after transfer of such funds to the Collection Account, the Working Capital Reserve Account, or the Defeasance Account, as applicable. If the Company, the Initial Member, the Private Owner Company or the NGPMN AgentPurchase Money Notes Guarantor, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 3.6 or 4.1, the balance standing to the credit of the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted Investments.
(b) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Distribution Account and the Private Owner Pledged Defeasance Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall allocate to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), if, after application of all other available funds, liquidation of a Permitted Investment is necessary to make any such transfer, the Paying Agent is authorized to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved in the same proportion as the allocation of such Permitted Investment, except that the net costs and expenses, if any, of such liquidation (including any loss of principal) shall be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investment, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment pursuant to this Section 4.1.
(c) The Paying Agent shall have no liability with respect to Permitted Investments (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, the Private Owner Company or the NGPMN Agent, as applicable, Purchase Money Notes Guarantor pursuant to this Agreement.
(d) All references in this Agreement to the Accounts and to cash, moneys or funds therein or balances thereof shall include the investments in which such moneys are invested.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 1 contract
Investment of Funds in Accounts. (a) The CompanyUnless a Default has occurred and is Continuing, the Initial MemberCollateral Trustee shall invest funds (and vary and redeem such investments) in the Accounts as directed by the Partnership, provided that such investments shall be made only in Authorized Investments and shall be at the Private Owner or the NGPMN Agent, as applicable, shall at all times direct the Paying Agent to, and, upon receipt of such investment direction, the Paying Agent shall, invest, pending deposit into the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account, as applicable, amounts received and retained in such accounts, as so directed in Permitted Investments. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, shall not have given any such investment directions, the Paying Agent shall seek investment directions from such Person. If the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, does not provide the Paying Agent with investment directions pursuant to Sections 3.1, 3.3, 3.4, 3.5, 3.6, 3.9 or 4.1, the balance standing to the credit expense of the Collection Account, the Working Capital Reserve Account or the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledge Account, as applicable, will remain uninvested with no liability for interest thereon. It is agreed and understood that the Paying Agent may earn fees associated with Permitted InvestmentsPartnership.
(b) If a Default has occurred and is Continuing, the Collateral Trustee shall, to the extent so notified as contemplated by clause (a) of Section 5.06, invest funds (and vary and redeem such investments) in the Accounts as directed by the Person designated in the notice given pursuant to clause (a) of Section 5.06, provided that such funds may be invested only in Authorized Investments and shall be at the expense of the Partnership.
(c) If at any time the Collateral Trustee has not received instructions as to the investments of funds (or variation or redemption of such investments) in the Accounts, it shall use its reasonable efforts (without waiting for further instructions) to, and shall in any event within 10 days following receipt of funds, invest such funds to the extent practicable in Authorized Investments that mature no later than the next Business Day. All investments of funds in the Accounts pursuant to this Section 5.04 shall be made on behalf of the Collateral Trustee and shall be reflected as such on the books and records of the Collateral Trustee and shall be at the expense of the Partnership.
(d) Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a withdrawal or transfer of funds among the Collection Account, the Working Capital Reserve Account, the Defeasance Account, the Initial Member Development Funding Account, the Company Development Account and the Private Owner Pledged Account (collectively, the “Accounts”), after application of all other available funds, the Paying Agent shall allocate Collateral Trustee (unless, so long as no Default is Continuing, otherwise directed by the Partnership) is authorized to liquidate any investment, to the Account to which such funds are to be transferred a portion of any Permitted Investment that would otherwise have to be liquidated to accomplish such transfer in an amount corresponding to the amount to be so transferred. Whenever the Paying Agent is directed or authorized in accordance with the terms hereof to make a transfer of funds from the Accounts (unless such transfer is between the Accounts), ifextent that, after application of all other available funds, liquidation of a Permitted Investment such investment is necessary to make any such transfer, the Paying Agent is authorized . The Collateral Trustee shall use its reasonable efforts to liquidate such Permitted Investment. If any Permitted Investment so liquidated is then allocated to more than one Account, and it is not possible to liquidate only the portion of such Permitted Investment allocated to the Account from which such transfer is to be made, then the entire Permitted Investment shall be liquidated, and the proceeds of such liquidation shall be allocated to the Accounts involved investments in the same proportion as the allocation of such Permitted Investment, except a manner that the net minimizes interest costs and expensespenalties (unless, if anyso long as no Default is Continuing, of such liquidation otherwise directed by the Partnership). The Collateral Trustee (including any loss of principalin its individual and trust capacities) shall be allocated entirely to the Account from which the transfer of funds was required to be made. The Paying Agent shall liquidate all those Permitted Investments that can be liquidated without interest cost or penalty before it shall liquidate any Permitted Investmenthave, the liquidation of which would involve an interest cost or penalty. The Paying Agent shall have however, no liability with respect to any interest cost or penalty on the liquidation of any Permitted Investment investment pursuant to this Section 4.1.
clause (cd), nor shall the Collateral Trustee (in its individual and trust capacities) The Paying Agent shall have no any liability with respect to Permitted Investments investments of moneys held in the Accounts (or any losses resulting therefrom) made at the direction of the Company, the Initial Member, the Private Owner or the NGPMN Agent, as applicable, pursuant to in accordance with this AgreementSection 5.04.
(de) All references in this Agreement to the Accounts Accounts, and to cash, moneys or funds therein or balances thereof thereof, shall include the investments Authorized Investments in which such moneys are investedthen invested and the proceeds thereof.
(e) The Paying Agent may execute any investment directions provided to it in respect of the Permitted Investments through its Affiliates, and neither the Paying Agent nor its Affiliates shall have a duty to monitor the investment rating of any such Permitted Investments. The Paying Agent will have no obligation to invest or reinvest any funds if all or a portion of such funds are deposited with the Paying Agent after 4:00 p.m. New York time on the day of deposit. Directions to invest or reinvest that are received after 4:00 p.m. New York time will be treated as if received on the following Business Day in New York. Subject to Section 4.1(b) above, the Paying Agent will have the power to sell or liquidate Permitted Investments whenever the Paying Agent will be required to make a transfer pursuant to the terms hereof. The Paying Agent will have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of any funds in accordance with the terms of this Agreement.
Appears in 1 contract
Samples: Common Security Agreement (Neches River Holding Corp)
