Common use of Investment of Funds in Accounts Clause in Contracts

Investment of Funds in Accounts. All funds from time to time credited to and contained in each of the Construction Disbursement Account (other than those to be disbursed pursuant to the Initial Disbursement Request, which shall be so disbursed on the Issue Date) and the Interest Reserve Account shall be invested only in Cash Equivalents from time to time by written instructions by the Issuers delivered to the Disbursement Agent, pending disbursement of such funds pursuant to this Agreement; provided, however, that the Disbursement Agent shall have concluded that such investments conform with the requirements of the Indenture and each Pledge Agreement and that appropriate steps have been taken with respect to each such investment so as to assure the continuing perfection of the Trustee’s first priority security interest in such investment. For purposes of determining the steps to be taken in order to achieve and maintain such perfection, the Disbursement Agent shall have the right to require the delivery of, and to rely upon, an opinion of counsel to the Issuers or the Disbursement Agent (the reasonable expense of which shall be paid by the Issuers) specifying (A) that the counsel is familiar with the legal requirements applicable to the perfection of security interests in said investments and (B) the steps required to perfect and maintain a first priority security interest in favor of the Trustee in such investments. If no such investment instructions are received by the Disbursement Agent, after the occurrence and during a continuance of a Default or Event of Default, such funds shall be invested in Cash Equivalents selected by the Disbursement Agent in conformity with the requirements of the Indenture and the Pledge Agreement. The Disbursement Agent shall not be liable for any investment, reinvestment or similar losses, fees, taxes or charges or for the availability or liquidity of funds in the Accounts as a result of any investments made or reduced to cash in accordance with this Agreement, and the Disbursement Agent is hereby authorized to direct the Securities Intermediary (as defined in the Pledge Agreement) in writing (i) to purchase Cash Equivalents in accordance herewith and (ii) to reduce to cash any Cash Equivalents (without regard to maturity) in any Account in order to make any application or disbursement required hereunder.

Investment of Funds in Accounts. All funds from time to time credited to and contained in each of the Construction Disbursement Account (other than those to be disbursed pursuant to the Initial Disbursement Request, which shall be so disbursed on the Issue Date) ), the Completion Reserve Account and the Interest Reserve Account shall be invested only in Cash Equivalents Government Securities from time to time by written instructions by the Issuers Company delivered to the Disbursement Agent, pending disbursement of such funds pursuant to this Agreement; provided, however, that the Disbursement Agent shall have concluded that such investments conform with the requirements of the Indenture and each Pledge Agreement and that appropriate steps have been taken with respect to each such investment so as to assure the continuing perfection of the Trustee’s 's first priority security interest in such investment. For purposes of determining the steps to be taken in order to achieve and maintain such perfection, the Disbursement Agent shall have the right to require the delivery of, and to rely upon, an opinion of counsel to the Issuers Company or the Disbursement Agent (the reasonable expense of which shall be paid by the IssuersCompany) specifying (A) that the counsel is familiar with the legal requirements laws applicable to the perfection of security interests in said investments and (B) the steps required to perfect and maintain a first priority security interest in favor of the Trustee in such investments. If no such investment instructions are received by the Disbursement Agent, Agent after request or after the occurrence and during a continuance of a Default or Event of Default, such funds shall be invested in Cash Equivalents Government Securities selected by the Disbursement Agent in conformity with the requirements of the Indenture and the Pledge Agreement. The Subject to Section 4.2(a) hereof, the Disbursement Agent shall not be liable for any investment, reinvestment investment or similar losses, fees, taxes or charges losses or for the availability or liquidity of funds in the Accounts as a result of any investments made or reduced to cash in accordance with this Agreement, and the Disbursement Agent is hereby authorized to direct the Securities Intermediary (as defined in the Pledge and Assignment Agreement) in writing (i) to purchase Cash Equivalents Government Securities in accordance herewith and (ii) to reduce to cash any Cash Equivalents Government Securities (without regard to maturity) in any Account in order to make any application or disbursement required hereunder.

Investment of Funds in Accounts. (a) All funds held in and credited to each of the Accounts from time to time credited to and contained shall be invested in each of the Construction Disbursement Account Investment Grade Securities (other than those to be disbursed pursuant to the Initial Disbursement Request, which shall be so disbursed on the Issue Date) and funds in the Interest Reserve Account which shall be invested only in Cash Equivalents from time Government Securities) by the Disbursement Agent in reliance upon the investment advice of the Investment Agent pursuant to time by written instructions by the Issuers Company in accordance with the Indenture delivered to the Disbursement Agent, pending disbursement of such funds pursuant to this Agreement; provided. All interest and other distributions in respect of such Investment Grade Securities or Government Securities (as the case may be) shall be added to the funds in the respective Accounts, howeversubject to disbursement thereof in accordance with this Agreement. The Investment Grade Securities in which the Proceeds are invested shall have maturity dates which reasonably approximate the time when such funds will be required for disbursement under this Agreement, that and in no event shall have a maturity date later than six (6) months after the Operating Deadline. The Government Securities in which the Proceeds are invested by the Trustee shall have maturity dates which reasonably approximate the time when such funds will be required for disbursement on each Interest Payment Date under this Agreement and the Indenture. (b) Notwithstanding the foregoing, the Disbursement Agent shall not act on direction from the Company to invest any such funds under this Section, unless (i) the Company directs the funds to be invested in any one or more of the investments set forth in Schedule 6.2(b), or (ii)(A) the Investment Agent shall have concluded that such investments are Investment Grade Securities or Government Securities (as the case may be) conform with the requirements of the Indenture and each the Pledge Agreement and Assignment Agreements, and (B) the Disbursement Agent has received written confirmation from counsel that appropriate steps have been taken with respect to each such investment so as to assure the continuing perfection of the Trustee’s 's or Hyatt Gaming's (as the case may be) first priority security interest in such investment. For purposes of determining the steps to be taken in order to achieve and maintain such perfection, the Disbursement Agent shall have the right to require the delivery of, and to rely upon, an opinion of counsel to the Issuers Company or the Disbursement Agent (the reasonable expense of which shall be paid by the IssuersCompany) specifying (Ai) that the counsel is familiar with the legal requirements laws applicable to the perfection of security interests in said investments investments, and (Bii) the steps required to perfect and maintain a first priority security interest in favor of the Trustee or Hyatt Gaming (as the case may be) in such investments. If no such investment instructions are received by the Disbursement Agent, Agent after request or after the occurrence and during a continuance of a Default or Event of Default, such funds shall be invested in Cash Equivalents Government Securities set forth in Schedule 6.2(c) or as selected by the Disbursement Investment Agent pursuant to this Section and in conformity with the requirements of the Indenture and the Pledge Agreementand Assignment Agreements. The Subject to Section 11.1, neither the Disbursement Agent nor the Investment Agent shall not be liable for any investment, reinvestment investment or similar losses, fees, taxes or charges losses or for the availability or liquidity of funds in the Accounts as a result of any investments made or reduced to cash in accordance with this Agreement, and the Disbursement Agent is hereby authorized to direct the Securities Intermediary (as defined in the Pledge Agreement) in writing (i) to purchase Cash Equivalents Investment Grade Securities and Government Securities (as the case may be) as directed by the Company or determined by the Investment Agent in accordance herewith and (ii) to reduce to cash any Cash Equivalents Investment Grade Securities or Government Securities (as the case may be), without regard to maturity) , in any Account in order to make any application or disbursement required hereunder.

Investment of Funds in Accounts. All funds from time to time credited to and contained in each of the Construction Disbursement Account (other than those to be disbursed pursuant a) The Master Servicer with respect to the Initial Disbursement RequestCollection Account, which shall be so disbursed on the Issue Date) Grantor Trust Collection 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, the Grantor Trust Distribution Account and the Interest Reserve Account shall be invested only may direct any depository institution maintaining such account (subject, in Cash Equivalents from time the case of Reserve Accounts, to time by written instructions by applicable laws and the Issuers delivered related Mortgage Loan Documents) (each, for purposes of this Section 3.7, an "Investment Account") to invest the Disbursement Agentfunds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, pending disbursement of 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 Disbursement Agent Distribution Account and the Grantor Trust Distribution Account, shall have concluded be payable on demand or 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 Master 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 investments conform with Borrower or Manager meeting the requirements of this Section 3.7, the Indenture and each Pledge Agreement and that appropriate steps Master Servicer shall have been taken no obligation to, but will be entitled to, direct the investment of funds in such Reserve 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 such) or in the name of a nominee of the Trustee. The Trustee shall have sole control (except with respect to investment direction which shall be in the sole control of the Person specified above (subject, in the case of Reserve Accounts, to the rights of the related Borrower or Manager under the related Mortgage Loan Documents) as an independent contractor to the Trust Fund) over each such investment so and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its nominee (which shall initially be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Master Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee, the Master Servicer or the Special Servicer, as applicable, shall: (i) consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount required to be withdrawn on such date; and (ii) demand payment of all amounts due thereunder promptly upon determination by the Trustee, the Master Servicer or the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account. (b) All income and gain (net of losses as contemplated below) realized from investment of funds deposited in (i) the Collection Account, the Grantor Trust Collection Account and any Reserve Account as to assure which the continuing perfection related Borrower is not entitled to interest thereon, shall be for the benefit of the Master Servicer, (ii) the Distribution Account, the Excess Liquidation Proceeds Account, the Grantor Trust Distribution Account and the Interest Reserve Account shall be for the benefit of the Trustee and (iii) any REO Account shall be for the benefit of the Special Servicer. Such income and gain (net of losses as contemplated below) may be withdrawn by Trustee’s first priority security interest , the Master Servicer or the Special Servicer, as applicable, from time to time. The amount of any net losses incurred in respect of any such investmentinvestments in the Collection Account or the Grantor Trust Collection Account shall be for the account of the Master Servicer which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Collection Account or Grantor Trust Collection Account, as applicable, out of its own funds before the related Remittance Date. For purposes The amount of determining any net losses incurred in respect of any such investments in the steps Distribution Account, the Excess Liquidation Proceeds Account, the Grantor Trust Distribution Account and the Interest Reserve Account shall be for the account of the Trustee which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the Distribution Account, the Excess Liquidation Proceeds Account, the Grantor Trust Distribution Account or the Interest Reserve Account, as applicable, out of its own funds before the related Distribution Date. The amount of any net losses incurred in respect of any such investments in the REO Account shall be for the account of the Special Servicer which shall deposit the amount of such loss (to the extent not offset by income from other investments) in the REO Account out of its own funds before the related Determination Date. The Master Servicer shall also deposit into each Reserve Account any amounts representing net losses on Permitted Investments in which such Reserve Accounts have been invested before the date on which such funds are required to be taken in order to achieve and maintain withdrawn from such perfectionaccount, the Disbursement Agent shall have the right to require the delivery of, and to rely upon, an opinion of counsel except to the Issuers extent that amounts are invested for the benefit of the Borrower under applicable law or the Disbursement Agent (terms of the reasonable expense related Mortgage Loan. The income and gain realized from investment of which funds deposited in any Reserve Account shall be paid by the Issuers) specifying (A) that the counsel is familiar with the legal requirements applicable from time to time to the perfection related Borrower to the extent required under the Mortgage Loan or applicable law. (c) Except as otherwise expressly provided in this Agreement, if any default occurs in the making of security interests a payment due under any Permitted Investment, or if a default occurs in said investments any other performance required under any Permitted Investment, the Trustee may, and (B) upon the steps required request of Holders of Certificates representing a majority of the aggregate Voting Rights of any Class shall, take such action as may be appropriate to perfect enforce such payment or performance, including the institution and maintain a first priority security interest in favor prosecution of appropriate proceedings. In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event that the Trustee does not take any such investments. If no action, the Master Servicer may take such investment instructions are received by the Disbursement Agent, after the occurrence action at its own cost and during a continuance of a Default or Event of Default, such funds shall be invested in Cash Equivalents selected by the Disbursement Agent in conformity with the requirements of the Indenture and the Pledge Agreement. The Disbursement Agent shall not be liable for any investment, reinvestment or similar losses, fees, taxes or charges or for the availability or liquidity of funds in the Accounts as a result of any investments made or reduced to cash in accordance with this Agreement, and the Disbursement Agent is hereby authorized to direct the Securities Intermediary (as defined in the Pledge Agreement) in writing (i) to purchase Cash Equivalents in accordance herewith and (ii) to reduce to cash any Cash Equivalents (without regard to maturity) in any Account in order to make any application or disbursement required hereunderexpense.