Investment of Funds. As soon as you receive any portion of the Funds you should immediately notify Seller and Buyer of such fact. No investment of the Funds shall be made that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalf.
Appears in 2 contracts
Samples: Purchase Agreement (Behringer Harvard Opportunity REIT II, Inc.), Purchase Agreement (Excelsior Lasalle Property Fund Inc)
Investment of Funds. As soon as you receive any portion Monies held in the Debt Service Reserve Account created by or pursuant to this Indenture shall be invested and reinvested in Permitted Investments at the written direction of an Authorized Representative of the Funds you should immediately notify Seller Issuer to the Trustee; provided, however, that the Trustee shall not invest such monies at any time when the maturity of any of the Bonds has been accelerated and Buyer provided, further, that at any time after the occurrence and during the continuance of an Event of Default, the Trustee may, but is not obligated to, (and, if instructed in writing by the Majority Holders of all Bonds of all series as to which the Event of Default applies, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Permitted Investments (in an amount necessary to cure such Event of Default) and apply or cause to be applied the proceeds thereof to the payment of the Guaranteed Obligations in respect of principal of and interest on the Bonds in the manner specified in Section 5.09 of the Security Agreement. Such investments shall mature in such amounts and have maturity dates or be subject to redemption at the option of the holder thereof on or prior to maturity as needed for the purposes of such factfunds. No investment Any profit realized from investments of the Funds Debt Service Reserve Account shall be made that will cause you deposited in the Debt Service Reserve Account and any loss shall be charged to fail the Debt Service Reserve Account. In no event shall the Trustee or the Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. Neither the Trustee nor the Securities Intermediary shall have liability in respect of losses incurred as a result of the liquidation of any Permitted Investment prior to comply with its stated maturity or the provisions failure of paragraph C above. If the transactions contemplated herein shall close but Issuer to provide timely written investment direction, except to the extent such losses were due to the gross negligence or bad faith on the same day you are unable to deliver the Seller Amount or any other portion part of the Funds which represent Trustee or the Securities Intermediary. Neither the Trustee nor the Securities Intermediary shall have any obligation to invest or reinvest any amounts due Seller but which are, at Seller’s direction pursuant to held hereunder in the Closing Statement, used to pay third parties or other obligations absence of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfdirection.
Appears in 2 contracts
Samples: Indenture (Somerset Power LLC), Indenture (NRG Energy Inc)
Investment of Funds. As soon as you receive any portion (a) Any moneys held to the credit of the Funds you should immediately notify Seller and Buyer Construction Fund shall be invested or reinvested by the Trustee as directed by the Authority in Investment Obligations that shall mature, or that shall be subject to redemption by the holder thereof at the option of such factholder, not later than the respective dates when moneys held for the credit of said Account will be required for the purposes intended. No The Authority shall give written directions to the Trustee, specifying the maturity date, interest rate, principal amount and the nature of such investments. Prior to the filing of a certificate of completion related to Improvements, all earnings on moneys held in the Construction Fund related to such Improvements shall be retained therein. Subsequent to the filing of such certificate of completion, the Trustee shall (i) deposit any remaining proceeds of Senior Bonds or investment earnings thereon to the related subaccount of the Senior Interest Account of the Senior Bond Fund, (ii) deposit any remaining proceeds of Senior Subordinate Bonds or investment earnings thereon to the related subaccount of the Senior Subordinate Interest Account of the Senior Subordinate Bond Fund, and (iii) deposit any remaining proceeds of Subordinate Bonds or investment earnings thereon to the related subaccount of the Subordinated Interest Account of the Subordinate Bond Fund. The Authority shall direct the investment of amounts held in the Funds Construction Account, and such investments shall be made that will cause you to fail to comply have maturities consonant with the provisions of paragraph C above. If need for funds as estimated by the transactions contemplated herein shall close but on Authority.
(b) Any moneys held to the same day you are unable to deliver the Seller Amount or any other portion credit of the Funds which represent amounts due Seller but which areSenior Bond Fund, at Seller’s direction pursuant to Senior Subordinate Bond Fund, the Closing Statement, used to pay third parties Subordinate Bond Fund or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”)Commonwealth Payments Fund, shall be invested or reinvested by the Trustee as directed by Buyerthe Authority in Investment Obligations that shall mature, or that shall be subject to redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Accounts will be required for the purposes intended. All The Authority shall give written directions to the Trustee, specifying the maturity date, interest accrued rate, principal amount and nature of such investments. Earnings on moneys held in any Account in a Bond Fund shall be transferred when received to the Buyer Funds after related subaccount of the ClosingInterest Account of such Bond Fund and earnings on moneys held in the Commonwealth Payments Fund shall be retained therein.
(c) Any moneys held as part of the Operating Revenue Fund, the Operating Reserve Fund, the Capital Improvement Fund and the Surplus Fund, shall belong to Buyer be invested and reinvested by the Trustee as directed by the Authority in Investment Obligations that shall mature, or that shall be delivered subject to Buyer in accordance with its separate instructions. All interest accrued on redemption by the Seller Funds after holder thereof at the Closing option of such holder, not later than the respective dates when moneys held for the credit of said Accounts will be required for the purposes intended.
(d) Any moneys held as part of the transactions hereunder shall belong to Seller and Current Expense Fund shall be wire-transferred invested or reinvested by the Authority in Investment Obligations that shall mature, or that shall be subject to Seller redemption by the holder thereof at the option of such holder, not later than the respective dates when moneys held for the credit of said Fund will be required for the purposes intended. Earnings on moneys held in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder Current Expense Fund shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfretained therein.
Appears in 2 contracts
Samples: Master Agreement of Trust, Master Agreement of Trust
Investment of Funds. As soon Any moneys held as you receive part of any portion fund created herein shall be continuously invested and reinvested, from time to time, by the Trustee in Authorized Investments at the written or oral direction of the Funds you should immediately notify Seller and Buyer Company, but, if oral, to be promptly confirmed in writing by the Company, or, in the absence of such factdirection, in Authorized Investments with the shortest available maturities. No investment The Company shall direct that any moneys held in any fund shall be invested so that (1) all investments shall mature or be subject to mandatory redemption by the holder of such investments (at not less than the principal amount thereof, or the cost of acquisition, whichever is lower), and all deposits in time accounts shall be subject to withdrawal, without penalty, not later than the date when the amounts will foreseeably be needed for purposes of the Funds Indenture, (2) investments of moneys on deposit in the Bond Fund shall mature or be subject to mandatory redemption by the holder (at not less than the principal amount thereof) not more than ninety (90) days from the date of acquisition, and in no event shall moneys on deposit in the Bond Fund be invested in investments described in clause (J) of the definition of Authorized Investments and (3) moneys received pursuant to a draw on the Letter of Credit and moneys in the Bond Fund Non-Preference Moneys Subaccount shall only be invested in cash or investments described in clause (A) of the definition of Authorized Investments which mature in not more than 30 days or as needed; provided, however, in the event moneys on deposit in the Bond Fund Non-Preference Moneys Subaccount are invested in investments described in clause (A) of the definition of Authorized Investments, such investments shall be made that will cause you to fail to comply with the provisions of paragraph C abovenon-callable. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), The investments so purchased shall be as directed held by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer Trustee and shall be delivered deemed at all times to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing be a part of the transactions hereunder shall belong fund in which such moneys were held. The Trustee is directed to Seller sell and reduce to cash a sufficient amount of such investments whenever the cash balance in said fund shall be wire-transferred insufficient to Seller cover a proper disbursement from said fund. The Trustee may make any investment permitted by this Section 410 through its own investment department. The Trustee shall not be liable (except for gross negligence or willful misconduct) for any depreciation in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each value of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfpursuant to this Section 410 or for any loss arising from such investment.
Appears in 2 contracts
Samples: Trust Indenture (Plug Power Inc), Trust Indenture (Mechanical Technology Inc)
Investment of Funds. As soon as you receive any portion Until the occurrence of a Termination Event, to the Funds you should immediately notify Seller and Buyer of extent there are uninvested available amounts deposited in the Collection Account on or before 3:00 p.m. (Boston, Massachusetts time), all such fact. No investment of the Funds amounts shall be made invested in Permitted Investments selected by the Servicer in written instructions delivered to the Trustee (which may be in the form of standing instructions) that will cause you mature no later than the Business Day immediately preceding the next Payment Date; to fail the extent that there are uninvested available funds deposited after 3:00 p.m. (Boston, Massachusetts time), such funds shall be swept into the overnight funds investment which shall be a Permitted Investment selected by the Servicer in written instructions delivered to comply with the Trustee (which may be in the form of standing instructions). From and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Collection Account (net of losses and investment expenses), all amounts may be invested in Permitted Investments selected by the Administrative Agent in written instructions delivered to the Trustee (which may be in the form of standing instructions) that mature no later than the Business Day immediately preceding the next Payment Date. Until the occurrence of a Termination Event, to the extent there are uninvested available amounts deposited in the Custodial Account after 3:00 p.m. (Boston, Massachusetts time), such funds shall be swept into the overnight funds investment which shall be a Permitted Investment selected by the Servicer in written instructions delivered to the Trustee (which may be in the form of standing instructions). From and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Custodial Account (net of losses and investment expenses) after 3:00 p.m. (Boston, Massachusetts time), all such amounts may be swept into the overnight funds investment which shall be a Permitted Investment selected by the Administrative Agent in written instructions delivered to the Trustee (which may be in the form of standing instructions). All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the Collection Account and shall be applied pursuant to the provisions of paragraph C aboveSection 2.10 and Section 2.11. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), All investments shall be subject to availability. Absent receipt of instructions as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoingcontemplated herein, the Funds held by you hereunder Trustee shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees have no obligation to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for invest any investment made hereunder on its behalffunds.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (NewStar Financial, Inc.), Sale and Servicing Agreement (NewStar Financial, Inc.)
Investment of Funds. As soon as you receive any portion on Deposit in the Reserve Account and the Collection Account.
(a) On the Closing Date, the Seller will deposit the Reserve Initial Deposit into the Reserve Account from the net proceeds of the sale of the Securities. For so long as no Default or Event of Default has occurred and is continuing, funds on deposit in the Reserve Account will, to the extent permitted by applicable law, rules and regulations, be invested in Permitted Investments by the applicable Qualified Institution or Qualified Trust Institution maintaining such account as directed by the Seller, by any Person appointed by the Seller, or by such Qualified Institution or Qualified Trust Institution in accordance with Section 4.2(d), in each case, without requiring any action from the Indenture Trustee. Funds you should on deposit in the Reserve Account may be invested in Permitted Investments that mature not later than the Business Day preceding the next Payment Date, and such Permitted Investments will be held to maturity (except with respect to the sale or liquidation of the Indenture Trust Estate as provided in Section 5.4 of the Indenture); provided, however, that upon receipt of Rating Agency Confirmation, funds on deposit in the Reserve Account may be invested in Permitted Investments that will not mature prior to the next Payment Date. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account will be deposited into the Reserve Account. In no event will the Servicer or the Qualified Institution or Qualified Trust Institution maintaining such account be liable for the selection of Permitted Investments or for losses incurred thereon (other than in its capacity as obligor thereon, if applicable). The Servicer hereby directs the Indenture Trustee to withdraw all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account from the Reserve Account and pay such amounts to the Servicer on each Payment Date.
(b) For so long as no Default or Event of Default has occurred and is continuing, funds on deposit held in the Collection Account will, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the Qualified Institution or Qualified Trust Institution maintaining such account in Permitted Investments that mature not later than the Business Day immediately notify Seller prior to the Payment Date for the Collection Period to which such amounts relate and Buyer such Permitted Investments will be held to maturity (except with respect to the sale or liquidation of the Indenture Trust Estate as provided in Section 5.4 of the Indenture). The Servicer hereby directs the Indenture Trustee to withdraw all interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account and pay such amounts to the Servicer on each Payment Date.
(c) Neither the Seller, with respect to the Reserve Account, nor the Servicer, with respect to the Collection Account, will direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in the Reserve Account or the Collection Account unless the security interest Granted and perfected in the Reserve Account and the Collection Account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such factsale, in either case without any further action by any Person. No In connection with any direction by the Seller or the Servicer, as applicable, to make any such investment or sale, if requested by the Indenture Trustee (acting at the direction of not less than 50% of the Funds shall be made that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver Controlling Note Class), the Seller Amount or any other portion the Servicer, as applicable, will deliver an Opinion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant Counsel to the Closing StatementIndenture Trustee, used to pay third parties or other obligations of Seller such effect.
(d) If (i) the Seller Amount and or the other amounts due Seller Servicer, as aforesaid being herein collectively called applicable, has failed to give investment directions for any funds on deposit in the “Seller Funds”), you shall promptly notify Seller of Reserve Account or the Collection Account to the Qualified Institution or Qualified Trust Institution maintaining such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements accounts by 11:00 a.m. New York Time (or such other short-term investment time as may be authorized agreed by Seller). Any investment the Issuer and such Qualified Institution or Qualified Trust Institution) on the Business Day preceding each Payment Date, (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes but the Notes have not been declared due and payable pursuant to Section 5.2 of the Remaining Funds and any other portion Indenture (notice of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant will be provided to the Closing Statement, are to be used to pay third parties Qualified Institution or other obligations of Buyer (Qualified Trust Institution maintaining the Remaining Funds Reserve Account and the other Collection Account by the Indenture Trustee) or (iii) the Notes have been declared due and payable following an Event of Default and amounts payable by Buyer as aforesaid collected or received from the Indenture Trust Estate are being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer applied in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing Section 5.4 of the transactions hereunder shall belong Indenture as if there had not been such a declaration (notice of which will be provided to Seller the Qualified Institution or Qualified Trust Institution maintaining the Reserve Account and shall the Collection Account by the Indenture Trustee), the Qualified Institution or Qualified Trust Institution will, to the fullest extent practicable, invest and reinvest funds in the Reserve Account and the Collection Account in one or more Permitted Investments described in clause (b) of the definition thereof.
(e) With respect to funds on deposit in the Reserve Account and the Collection Account:
(1) any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be wire-transferred physically delivered to, or credited to Seller an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining such account in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Seller Wiring Instructions. Without limitation on Indenture Trustee with respect thereto; and
(2) any funds or property that are held in deposit accounts will be held solely in the foregoingname of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee has sole signature authority with respect thereto.
(f) Except for any deposit accounts specified in clause (e)(2) above, the Funds held by you hereunder shall funds on deposit in the Reserve Account and the Collection Account will only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining such accounts agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalftreat as "financial assets" as defined in Section 8-102(a)(9) of the UCC.
Appears in 2 contracts
Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2005-A), Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2004-A)
Investment of Funds. As soon in the Servicing Accounts, Reserve Accounts, Certificate Account, Interest Reserve Account, Distribution Account, Companion Distribution Account, Additional Interest Account, Gain-on-Sale Reserve Account and REO Account.
(a) The Master Servicer may direct in writing any depository institution maintaining a Servicing Account, a Reserve Account or the Certificate Account (each, for purposes of this Section 3.06, an "Investment Account"); the Companion Paying Agent may direct in writing any depository institution maintaining the Companion Distribution Account (also, for purposes of this Section 3.06, an "Investment Account"), the Special Servicer may direct in writing any depository institution maintaining the REO Account (also, for purposes of this Section 3.06, an "Investment Account"); and the Trustee may direct in writing any depository institution maintaining the Distribution Account, the Gain-on-Sale Reserve Account, the Interest Reserve Account or the Additional Interest Account (also, for purposes of this Section 3.06, an "Investment Account") to invest, or if it is such depository institution, may itself invest, the funds held therein only in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, no later than the Business Day immediately preceding the next succeeding date on which such funds are required to be withdrawn from such account pursuant to this Agreement. Funds held in the Distribution Account, the Companion Distribution Account, the Additional Interest Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account may remain uninvested. In the event that the Master Servicer shall have failed to give investment directions for any Servicing Account, any Reserve Account or the Certificate Account (exclusive of any accounts as you receive are held by the Master Servicer) or the Special Servicer shall have failed to give investment directions for the REO Account by 11:00 A.M. New York time on any portion Business Day on which there may be uninvested cash, such funds held in the REO Account shall be invested in securities described in clause (i) of the Funds you should immediately notify Seller definition of the term "Permitted Investments"; and Buyer such funds held in such other accounts shall be invested in securities described in clause (v) of such factdefinition. No investment of the Funds All such Permitted Investments shall be made that will cause you held to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but maturity, unless payable on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller)demand. Any investment of funds in an Investment Account shall be made in the Remaining Funds name of the Trustee (in its capacity as such). The Master Servicer on behalf of the Trustee for the benefit of Certificateholders (with respect to Permitted Investments of amounts in the Servicing Accounts, the Reserve Accounts or the Certificate Account), the Special Servicer on behalf of the Trustee for the benefit of Certificateholders (with respect to Permitted Investments of amounts in the REO Account) and the Trustee (with respect to Permitted Investments of amounts in the Distribution Account, Gain-on-Sale Reserve Account, the Interest Reserve Account or Additional Interest Account) for the benefit of the Certificateholders, and the Companion Paying Agent with respect to the Companion Distribution Account, shall (and the Trustee hereby designates the Master Servicer and the Special Servicer, with respect to any Investment Account maintained by them, and itself, with respect to the Distribution Account, the Additional Interest Account, the Interest Reserve Account and the Gain-on-Sale Reserve Account, as applicable, as the Person that shall) maintain continuous possession of any Permitted Investment that is either (i) a "certificated security," as such term is defined in the UCC, or (ii) other property in which a secured party may perfect its security interest by possession under the UCC or any other applicable law. Possession of any such Permitted Investment by the Master Servicer, the Special Servicer or the Trustee shall constitute possession by the Trustee, as secured party, for purposes of Section 9-313 of the UCC and any other portion applicable law. If amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the Funds which represent additional Certificate Account, Servicing Accounts and Reserve Accounts), the Special Servicer (in the case of the REO Account), the Trustee (with respect to Permitted Investments of amounts which are Buyer’s obligations but whichin the Distribution Account, pursuant Gain on-Sale Reserve Account, the Interest Reserve Account and Additional Interest Account) or the Companion Paying Agent with respect to the Closing StatementCompanion Distribution Account, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalf.shall:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12)
Investment of Funds. As soon as you receive any portion Monies held in the Senior Notes Debt Service Reserve Account created pursuant to this Indenture shall be invested and reinvested in Permitted Investments at the written direction of an Authorized Representative of the Funds you should immediately notify Seller and Buyer Company to the Trustee; provided, however, that the Trustee shall not cause investment of such fact. No investment monies at any time when the maturity of any of the Funds Notes has been accelerated and provided, further, that at any time after the occurrence and during the continuance of an Event of Default, the Trustee may, but is not obligated to, (and, if instructed in writing by the Majority Holders of all Notes of all series as to which the Event of Default applies, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Permitted Investments (in an amount necessary to cure such Event of Default) and apply or cause to be applied the proceeds thereof to the payment of the principal of, premium, if any, and interest on the Notes. Such investments shall mature in such amounts and have maturity dates or be subject to redemption at the option of the holder thereof on or prior to maturity as needed for the purposes of such funds. Any profit realized from investments of the Senior Notes Debt Service Reserve Account shall be made that will cause you deposited in the Senior Notes Debt Service Reserve Account and any loss shall be charged to fail the Senior Notes Debt Service Reserve Account. In no event shall the Trustee or the Securities Intermediary be liable for the selection of Permitted Investments or for investment losses incurred thereon. Neither the Trustee nor the Securities Intermediary shall have liability in respect of losses incurred as a result of the liquidation of any Permitted Investment prior to comply with its stated maturity or the provisions failure of paragraph C above. If the transactions contemplated herein shall close but Company to provide timely written investment direction, except to the extent such losses were due to gross negligence or bad faith on the same day you are unable to deliver the Seller Amount or any other portion part of the Funds which represent Trustee or the Securities Intermediary. Neither the Trustee nor the Securities Intermediary shall have any obligation to invest or reinvest any amounts due Seller but which are, at Seller’s held hereunder in the absence of a written investment direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment an Authorized Representative of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfCompany.
Appears in 1 contract
Samples: Indenture (Covanta Holding Corp)
Investment of Funds. As soon as you receive any portion of the Funds you should immediately notify Seller and Buyer of such fact. No investment of the Funds shall be made that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you The Escrow Agent shall invest such Seller Funds and reinvest any funds in treasury bills or treasury backed repurchase agreements the Escrow Amount (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be i) as directed by Buyer. All the Stockholder Representative in government obligations which are exempt from federal and New York state income taxes, composed of obligations issued or guaranteed as to payment of principal and interest accrued on by a government entity based in the Buyer Funds after United States with a rating at the Closingtime as of which any investment therein is made, shall belong of at least "A-" according to Standard & Poor's Rating Group or at least "A3" according to Moody's Investors Services, Inc. or (ii) as otherwise directed in writxxx xx both Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after Stockholder Representative, until such time as the Closing entire amount of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller Escrow Amount is disbursed from escrow by the Escrow Agent in accordance with the Seller Wiring Instructionsterms of this Escrow Agreement. Without limitation All payments of interest on such investments and other accretions thereto shall be distributed as follows:
(i) Ninety-five percent shall be distributed pro rata to the Indemnifying Stockholders or as the Stockholder Representative may designate in writing on the foregoing, last Business Day of each month; and (ii) five percent shall be distributed to Buyer. Escrow Agent or its nominee shall be the Funds record owner of any securities or other investments in which the assets of the Escrow Amount are from time to time invested or reinvested. In no event shall any part of the Escrow Amount be commingled with any other funds held by you the Escrow Agent or any of its parents, subsidiaries or affiliates. The Escrow Agent shall, promptly following the end of each calendar month, send Buyer and the Stockholder Representative a statement of holdings and transactions with respect to the Escrow Amount (the "Statement of Holdings") in form and substance customarily provided to clients, which statement shall include, without limitation, (i) the amount of interest or other income received during such calendar month in respect of the Escrow Amount, identifying the type(s) and source(s) of such income, and (ii) any disbursements from the Escrow Amount. The Escrow Agent shall have the right to liquidate any investments held in order to provide funds necessary to make required disbursements under this Escrow Agreement. The Escrow Agent in its capacity as escrow agent hereunder shall only be deposited at not have any liability for any loss sustained as a major money center bank approved by Buyer and Seller. Each result of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on pursuant to the instructions of the parties hereto or as a result of any liquidation of any investment prior to its behalfmaturity or for the failure of the parties to give the Escrow Agent instructions to invest or reinvest the Escrow Amount or any earnings thereon.
Appears in 1 contract
Investment of Funds. As soon as you receive Monies held in any portion Fund created by and held under this Depositary Agreement shall be invested and reinvested in Permitted Investments at the written direction (which may be in the form of a standing instruction) of an Authorized Representative of the Funds you should immediately notify Seller and Buyer of such fact. No investment Funding Corporation or any of the Funds shall be made Guarantors; provided, however, that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or at any other portion time when (a) a Responsible Officer of the Funds which represent amounts due Seller but which areDepositary Agent has received written notice that an Event of Default under the Indenture shall have occurred and be continuing or (b) an Authorized Representative of the Funding Corporation or the Guarantors has not timely fur nished such a written direction or, at Seller’s direction pursuant after a request by the Depositary Agent, has not so confirmed a standing instruction to the Closing StatementDepositary Agent, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you Depositary Agent shall invest such Seller Funds monies only in treasury bills Permitted Investments described in clause (i) of such definition of a maturity of thirty (30) days or treasury backed repurchase agreements (less. Such investments shall mature in such amounts and have maturity dates or such other short-term investment as may be authorized by Seller). Any investment subject to redemption at the option of the Remaining Funds holder thereof on or prior to maturity as needed for the purposes of such Funds, but in no event shall such investments mature more than one (1) year after the date acquired. The Depositary Agent shall at any time and from time to time liquidate any other portion or all of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant such investments prior to the Closing Statement, are maturity as needed in order to be used to pay third parties or other obligations of Buyer (effect the Remaining Funds transfers and the other amounts payable withdrawals contemplated by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer this Depositary Agreement in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing an officer's certificate of the transactions hereunder Funding Corporation or the Guarantors; provided that, in the absence of timely receipt of such an officer's certificate, the Depositary Agent shall belong liquidate any or all such investments as so needed. In the event any such investments are redeemed prior to Seller and the maturity thereof, the Depositary Agent shall not be liable for any loss or penalties relating thereto in the absence of gross negli gence or willful misconduct. Any income or gain realized from such investments shall be wire-transferred to Seller deposited (i) first, into the Debt Service Reserve Fund until amounts in accordance the Debt Service Reserve Fund, together with the Seller Wiring InstructionsDebt Service Reserve Letter of Credit, equal the Debt Service Reserve Required Balance, and (ii) second, if amounts in the Debt Service Reserve Fund, together with the Debt Service Reserve Letter of Credit, equal the Debt Service Reserve Required Balance, into the Revenue Fund; provided, however, that any income or gain realized from investments made with monies on deposit in any Construction Fund shall be redeposited into such Construction Fund. Without limitation on Any loss shall be charged to the foregoing, the Funds held by you hereunder applicable Fund. The Depositary Agent shall only not be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification liable for any investment made hereunder such loss other than by reason of its willful misconduct or gross negligence. For purposes of any income tax payable on its behalfaccount of any income or gain on an investment, such income or gain shall be for the account of the Guarantors or the Funding Corporation.
Appears in 1 contract
Samples: Deposit and Disbursement Agreement (Salton Sea Funding Corp)
Investment of Funds. As soon as you receive any portion (a) Money in the CFC Debt Service Fund, the CFC Debt Service Reserve Fund, and the CFC Debt Service Coverage Fund shall be invested and reinvested by the Trustee in Eligible Investments at the written direction of the Funds you should immediately notify Seller and Buyer Chief Financial Officer. In the absence of such factdirection, all funds held by the Trustee shall be held uninvested in cash, without liability for interest. No investment The Trustee may conclusively rely upon the Chief Financial Officer’s written instructions as to both the suitability and legality of the Funds directed investments and such written direction shall be made deemed to be a certification that will cause you to fail to comply with such directed investments constitute Eligible Investments. Those investments shall mature or be redeemable at the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion option of the Funds which represent Trustee at the times and in the amounts necessary at the best prices then reasonably available to provide money to pay Debt Service Charges as they become due Seller but which are, at Seller’s direction stated maturity or pursuant to any Mandatory Sinking Fund Requirements. Money in the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount CFC Debt Service Reserve Fund and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as CFC Debt Service Coverage Fund may be authorized by Seller)invested and reinvested only in obligations that mature or are redeemable within than five years from the date of purchase. Any investment Subject to any directions from the Chief Financial Officer with respect thereto, from time to time the Trustee may sell those investments and reinvest the proceeds from those investments in Eligible Investments maturing or redeemable as required under this Subsection. The Trustee shall sell or redeem investments credited to the CFC Debt Service Fund, the CFC Debt Service Reserve Fund, and the CFC Debt Service Coverage Fund to produce sufficient money at the times required for the purpose of paying Debt Service Charges when due, and shall do so without necessity for any order on behalf of the Remaining Funds Authority and without restriction by reason of any other portion order.
(b) Money in the CFC Revenue Fund, the CFC Construction Fund, the CFC Administrative Costs Fund, the CFC Renewal and Replacement Fund, the CFC Common Use Busing Fund and the CFC Surplus Fund shall be invested by the Authority in Eligible Investments. Money on deposit in the CFC Construction Fund shall be invested in Eligible Investments maturing or redeemable at the option of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to Authority not later than the Closing Statement, are times when that money is projected to be used to pay third parties or other obligations required for the payment of Buyer costs of the applicable Improvements (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer determined in accordance with its separate instructionsSection 5.02). All interest accrued on Money in the Seller Funds after CFC Revenue Fund shall be invested by the Closing Authority in Eligible Investments maturing or redeemable at the option of the transactions hereunder Authority at the times and in the amounts necessary to permit the payments required by Section 5.03 to be made from that Fund.
(c) An investment made from money credited to any Fund shall belong to Seller constitute part of that Fund and each Fund shall be wire-transferred credited with all proceeds of sale and income from the investment of money credited to Seller in accordance it. Any investments constituting Eligible Investments may be purchased from or sold to the Trustee, the Bond Registrar, an Authenticating Agent or a Paying Agent, or any bank, trust company or savings and loan association affiliated with the Seller Wiring Instructions. Without limitation on any of the foregoing.
(d) At no time shall the Authority direct the Trustee that any funds constituting gross proceeds of any series of Bonds, which are issued and sold as obligations to which Section 103 of the Funds held by you hereunder shall only Code applies, be deposited at a major money center bank approved by Buyer and Seller. Each used or invested in any manner as would constitute failure of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfcompliance with Section 148 of the Code.
Appears in 1 contract
Investment of Funds. As soon as you receive any portion of the Funds you should immediately notify Seller and Buyer of such fact. No investment of the Funds shall be made that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements money market funds with the Bank (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a the Bank or at such other major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalf.
Appears in 1 contract
Investment of Funds. As soon as you receive any portion Monies in the Bond Fund and the accounts in such fund shall be invested and reinvested by the Trustee, at the written direction of the Funds you should immediately notify Seller Company, so long as the Company is not in default hereunder or under the Participation Agreement, to the extent reasonable and Buyer practicable in Investment Securities selected by the Company and maturing in the amounts and at the times as determined by the Company so that the payments required to be made from such funds and accounts may be made when due and subsequent to the occurrence of such factan Event of Default hereunder or under the Participation Agreement, the Trustee shall hold monies in the Bond Fund uninvested. No investment Investment earnings shall be considered on deposit in any Fund or Account as of the Funds shall be made that will cause you to fail to comply with date they are actually received by the provisions Trustee. Notwithstanding the foregoing, so long as a Direct-Pay Credit Facility is in effect, monies in the Bond Fund, except for proceeds of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”)refunding bonds, shall be held uninvested. Monies on deposit in the Project Fund shall be invested and reinvested by the Trustee at the express direction of the Company, promptly confirmed in writing, so long as directed the Company is not in default under the Participation Agreement, to the extent reasonable and practicable, in Investment Securities maturing in such amounts and at such times as it is anticipated by Buyerthe Company that such monies will be required to pay the redemption price of the Prior Bonds. The Trustee, with the consent of the Company, shall be authorized to sell any investment when necessary to make the payments to be made from the funds and accounts therein. All interest accrued earnings on and income from monies in said funds and accounts (other than the Buyer Funds after the Closing, Project Fund) created hereby shall belong be considered to Buyer be Revenues and shall be delivered to Buyer held in the respective account in the Bond Fund for use and application as are all other monies deposited in such accounts. The Trustee shall, in the statement required by Section 11.07, set forth the Investment Securities held separately IX-6 in, and the earnings realized on investment for, each fund and account hereunder. The Trustee shall not be liable for any depreciation in the value of the Investment Securities acquired hereunder or any loss suffered in connection with any investment of funds made by it in accordance herewith, including, without limitation, any loss suffered in connection with the sale of any investment pursuant hereto. The Trustee may make any such investments through its separate instructionsown investment department upon written direction of the Company. All interest accrued on the Seller Funds after the Closing Investment Securities shall constitute a part of the transactions hereunder shall belong to Seller respective fund and shall be wire-transferred to Seller accounts therein from which the investment in accordance with the Seller Wiring InstructionsInvestment Securities was made. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalf.IX-7
Appears in 1 contract
Investment of Funds. As soon as you receive any portion (a) Upon receipt of a Written Request of the Funds you should immediately notify Seller and Buyer Borrower filed with the Bond Trustee, moneys consisting of such fact. No investment proceeds of the Funds Series 2007A Bonds, if any, and all investment earnings thereon in the Interest Fund, Bond Sinking Fund, Debt Service Reserve Fund, Project Fund, Expense Fund and Redemption Fund shall be invested in Authorized Investments, and all remaining moneys in said funds shall be invested in Qualified Investments specified by the Borrower. Such investments shall be made so as to mature on or prior to the date or dates that will moneys therefrom are reasonably anticipated to be required. If the Borrower fails to give such direction and file such written request with the Bond Trustee, moneys in such funds shall be invested in Government Obligations, maturing not more than fourteen days after the day such investment is made. As and when any amounts invested pursuant to this Bond Indenture may be needed for disbursements from the Bond Sinking Fund, the Interest Fund, the Debt Service Reserve Fund, the Expense Fund, the Project Fund or the Redemption Fund, the Bond Trustee shall cause you a sufficient amount of such investments to fail be sold or otherwise converted into cash to the credit of such fund. The Bond Trustee may rely upon an Officer’s Certificate of the Borrower in determining whether any investments constitute Authorized Investments and comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount investment restrictions in this Bond Indenture and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”)Tax Exemption Agreement. The Bond Trustee, you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be when authorized by Seller). Any the Borrower, may trade with itself in the purchase and sale of securities for such investment; provided, however, that in no case shall any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller otherwise than in accordance with the Seller Wiring Instructionsinvestment limitations contained herein and in the Tax Exemption Agreement. Without limitation The Bond Trustee shall not be liable or responsible for any loss resulting from any such investments. Gains from investments shall be credited to and held in, and losses shall be charged to, the fund or account from which the investment is made.
(b) All investment earnings on amounts in the Project Fund shall be credited to the Project Fund. Other than the Project Fund, all income in excess of the requirements of the funds specified in subsection (a) of this Section derived from the investment of moneys on deposit in any such funds shall be deposited in the following funds, in the order listed:
(i) The Debt Service Reserve Fund to the extent necessary to maintain the amount required therein.
(ii) The Bond Sinking Fund and the Interest Fund (in that order) to the extent, with respect to the Bond Sinking Fund, of the amount required to be deposited in the Bond Sinking Fund to make the next required principal payment on the foregoingSeries 2007A Bonds if such payment is scheduled to occur within 13 months of the date of such deposit, and to the Funds held by you hereunder shall only extent, with respect to the Interest Fund, of the amounts required to be deposited at a major money center bank approved by Buyer and Seller. Each in the Interest Fund necessary to make any interest payments on the Series 2007A Bonds occurring within 13 months of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfthe date of such deposit; and
(iii) The balance, if any, in the Redemption Fund.
Appears in 1 contract
Investment of Funds. As soon as you receive any portion The Escrow Agent is herein directed and instructed to initially invest and reinvest the Escrow Funds in the investment indicated on Schedule B hereto. With the execution of this document, the Funds you should immediately notify Seller parties hereto acknowledge receipt of prospectuses and/or disclosure materials associated with the investment vehicle, either through means of hardcopy or via access to the website associated with the investment selected by the parties to this Escrow Agreement. Vince and Buyer of such fact. No Kellwood may provide instructions changing the investment of the Escrow Funds (subject to applicable minimum investment requirements) by furnishing a Joint Written Direction to the Escrow Agent; provided, however, that such investments are consistent with the Escrow Agent’s investment criteria and that no investment or reinvestment may be made except in the following: [TO COME] If Escrow Agent has not received joint written instructions at any time that an investment decision must be made, Escrow Agent shall invest the Escrow Funds, or such portion thereof as to which no joint written instructions have been received, in U.S. Bank Money Market Deposit Account, as identified on Schedule B, and described in clause (c) above. Each of the foregoing investments shall be made that will cause you in the name of Escrow Agent. Notwithstanding anything to fail the contrary contained herein, Escrow Agent may, without notice to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount Representatives, sell or liquidate any other portion of the foregoing investments at any time if the proceeds thereof are required for any disbursement of Escrow Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties permitted or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you required hereunder. All investment earnings shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment become part of the Remaining Escrow Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), investment losses shall be as directed by Buyercharged against the Escrow Funds. All interest accrued on Escrow Agent shall not be liable or responsible for loss in the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing value of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder pursuant to this Escrow Agreement, or for any loss, cost or penalty resulting from any sale or liquidation of the Escrow Funds. With respect to any Escrow Funds received by Escrow Agent after ten o’clock, New York City time, Escrow Agent shall not be required to invest such funds or to effect any investment instruction until the next day upon which the Escrow Agent is open for business. All entities entitled to receive interest on its behalfthe Escrow Funds shall provide Escrow Agent with a W-9 or W-8 IRS tax form prior to the disbursement of interest and Escrow Agent will file the appropriate 1099 or 1042-S forms, whichever are applicable. A statement of citizenship will be provided if requested by Escrow Agent.
Appears in 1 contract
Investment of Funds. As soon as you receive Funds held in the Collection Account, the Distribution Account and the Transfer Obligation Account may be invested (to the extent practicable and consistent with any portion requirements of the Funds you should immediately notify Seller Code) in Permitted Investments, as directed by the Servicer prior to the occurrence of an Event of Default and Buyer of by the Majority Noteholders thereafter, in writing or facsimile transmission confirmed in writing by the Servicer or Majority Noteholders, as applicable. In the event the Indenture Trustee has not received such fact. No investment of the written direction, such Funds shall be made that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or invested in any other portion Permitted Investment described in clause (i) of the Funds which represent amounts due Seller but which aredefinition of Permitted Investments. In any case, at Seller’s direction pursuant funds in the Collection Account, the Distribution Account and the Transfer Obligation Account must be available for withdrawal without penalty, and any Permitted Investments must mature or otherwise be available for withdrawal, one Business Day prior to the Closing Statement, used next Payment Date and shall not be sold or disposed of prior to pay third parties or other obligations its maturity subject to Subsection (b)(2) of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such factthis Section. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds All interest and any other portion investment earnings on amounts or investments held in the Collection Account, the Distribution Account and the Transfer Obligation Account shall be paid to the Servicer immediately upon receipt by the Indenture Trustee. All Permitted Investments in which funds in the Collection Account, the Distribution Account or the Transfer Obligation Account are invested must be held by or registered in the name of “Wxxxx Fargo Bank Minnesota, National Association, as Indenture Trustee, in trust for the Option One Owner Trust 2001-2 Mortgage-Backed Notes.”
(1) Insufficiency and Losses in Trust Accounts. If any amounts are needed for disbursement from the Collection Account, the Distribution Account or the Transfer Obligation Account held by or on behalf of the Funds which represent additional amounts which Indenture Trustee and sufficient uninvested funds are Buyer’s obligations but whichnot available to make such disbursement, the Indenture Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in the Collection Account, the Distribution Account or the Transfer Obligation Account, as the case may be. The Indenture Trustee shall not be liable for any investment loss or other charge resulting therefrom, unless such loss or charge is caused by the failure of the Indenture Trustee to perform in accordance with written directions provided pursuant to this Section 5.03. If any losses are realized in connection with any investment in the Closing StatementCollection Account, are the Distribution Account or the Transfer Obligation Account pursuant to be used this Agreement during a period in which the Servicer has the right to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”direct investments pursuant to Section 5.03(b), then the Servicer shall be deposit the amount of such losses (to the extent not offset by income from other investments in the Collection Account, the Distribution Account or the Transfer Obligation Account, as directed by Buyerthe case may be) into the Collection Account, the Distribution Account or the Transfer Obligation Account, as the case may be, immediately upon the realization of such loss. All interest accrued and any other investment earnings on amounts held in the Buyer Funds after Collection Account, the Closing, shall belong to Buyer Distribution Account and the Transfer Obligation Account shall be delivered taxed to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after Issuer and for federal and state income tax purposes the Closing Issuer shall be deemed to be the owner of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoingCollection Account, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfDistribution Account and/or the Transfer Obligation Account, as the case may be.
Appears in 1 contract
Investment of Funds. As soon as you receive any portion on Deposit in the Reserve Account and the Collection Account
(a) On the Closing Date, the Seller will deposit the Reserve Initial Deposit into the Reserve Account from the net proceeds of the sale of the Notes. For so long as no Default or Event of Default has occurred and is continuing, funds on deposit in the Reserve Account will, to the extent permitted by applicable law, rules and regulations, be invested in Permitted Investments by the applicable Qualified Institution or Qualified Trust Institution maintaining such account as directed by the Seller, by any Person appointed by the Seller, or by such Qualified Institution or Qualified Trust Institution in accordance with Section 4.2(d), in each case, without requiring any action from the Indenture Trustee. Funds you should on deposit in the Reserve Account may be invested in Permitted Investments that mature not later than the Business Day preceding the next Payment Date, and such Permitted Investments will be held to maturity (except with respect to the sale or liquidation of the Indenture Trust Estate as provided in Section 5.4 of the Indenture); provided, however, that upon receipt of Rating Agency Confirmation, funds on deposit in the Reserve Account may be invested in Permitted Investments that will not mature prior to the next Payment Date. All interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account will be deposited into the Reserve Account. In no event will the Servicer or the Qualified Institution or Qualified Trust Institution maintaining such account be liable for the selection of Permitted Investments or for losses incurred thereon (other than in its capacity as obligor thereon, if applicable). The Servicer hereby directs the Indenture Trustee to withdraw all interest and other income (net of losses and investment expenses) on funds on deposit in the Reserve Account from the Reserve Account and pay such amounts to the Servicer on each Payment Date.
(b) For so long as no Default or Event of Default has occurred and is continuing, funds on deposit held in the Collection Account will, to the extent permitted by applicable law, rules and regulations, be invested, as directed in writing by the Servicer, by the Qualified Institution or Qualified Trust Institution maintaining such account in Permitted Investments that mature not later than the Business Day immediately notify Seller prior to the Payment Date for the Collection Period to which such amounts relate and Buyer such Permitted Investments will be held to maturity (except with respect to the sale or liquidation of the Indenture Trust Estate as provided in Section 5.4 of the Indenture). The Servicer hereby directs the Indenture Trustee to withdraw all interest and other income (net of losses and investment expenses) on funds on deposit in the Collection Account and pay such amounts to the Servicer on each Payment Date.
(c) Neither the Seller, with respect to the Reserve Account, nor the Servicer, with respect to the Collection Account, will direct the Qualified Institution or Qualified Trust Institution maintaining such account to make any investment of any funds or to sell any investment held in the Reserve Account or the Collection Account unless the security interest Granted and perfected in the Reserve Account and the Collection Account in favor of the Indenture Trustee will continue to be perfected in such investment or the proceeds of such factsale, in either case without any further action by any Person. No In connection with any direction by the Seller or the Servicer, as applicable, to make any such investment or sale, if requested by the Indenture Trustee (acting at the direction of not less than 50% of the Funds shall be made that will cause you to fail to comply with the provisions of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver Controlling Note Class), the Seller Amount or any other portion the Servicer, as applicable, will deliver an Opinion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant Counsel to the Closing StatementIndenture Trustee, used to pay third parties or other obligations of Seller such effect.
(d) If (i) the Seller Amount and or the other amounts due Seller Servicer, as aforesaid being herein collectively called applicable, has failed to give investment directions for any funds on deposit in the “Seller Funds”), you shall promptly notify Seller of Reserve Account or the Collection Account to the Qualified Institution or Qualified Trust Institution maintaining such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements accounts by 11:00 a.m. New York Time (or such other short-term investment time as may be authorized agreed by Seller). Any investment the Issuer and such Qualified Institution or Qualified Trust Institution) on the Business Day preceding each Payment Date, (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes but the Notes have not been declared due and payable pursuant to Section 5.2 of the Remaining Funds and any other portion Indenture (notice of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant will be provided to the Closing Statement, are to be used to pay third parties Qualified Institution or other obligations of Buyer (Qualified Trust Institution maintaining the Remaining Funds Reserve Account and the other Collection Account by the Indenture Trustee) or (iii) the Notes have been declared due and payable following an Event of Default and amounts payable by Buyer as aforesaid collected or received from the Indenture Trust Estate are being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer applied in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing Section 5.4 of the transactions hereunder shall belong Indenture as if there had not been such a declaration (notice of which will be provided to Seller the Qualified Institution or Qualified Trust Institution maintaining the Reserve Account and shall the Collection Account by the Indenture Trustee), the Qualified Institution or Qualified Trust Institution will, to the fullest extent practicable, invest and reinvest funds in the Reserve Account and the Collection Account in one or more Permitted Investments described in clause (b) of the definition thereof.
(e) With respect to funds on deposit in the Reserve Account and the Collection Account:
(1) any such funds or property in such accounts that is a "financial asset" as defined in Section 8-102(a)(9) of the UCC will be wire-transferred physically delivered to, or credited to Seller an account in the name of, the Qualified Institution or Qualified Trust Institution maintaining such account in accordance with such institution's customary procedures such that such institution establishes a "securities entitlement" in favor of the Seller Wiring Instructions. Without limitation on Indenture Trustee with respect thereto; and
(2) any funds or property that are held in deposit accounts will be held solely in the foregoingname of the Indenture Trustee at one or more depository institutions having the Required Rating and each such deposit account will be subject to the exclusive custody and control of the Indenture Trustee and the Indenture Trustee has sole signature authority with respect thereto.
(f) Except for any deposit accounts specified in clause (e)(2) above, the Funds held by you hereunder shall funds on deposit in the Reserve Account and the Collection Account will only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller invested in securities or in other assets which the Qualified Institution or Qualified Trust Institution maintaining such accounts agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalftreat as "financial assets" as defined in Section 8-102(a)(9) of the UCC.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Ford Credit Auto Owner Trust 2005-C)
Investment of Funds. As soon as you receive any portion Monies held in the Debt Service Reserve Account created pursuant to this First Supplemental Indenture shall be invested and reinvested in Permitted Investments at the written direction of an Authorized Representative of the Funds you should immediately notify Seller and Buyer Issuer to the Trustee; PROVIDED, HOWEVER, that the Trustee shall not cause investment of such fact. No investment monies at any time when the maturity of any of the Funds Bonds has been accelerated and PROVIDED, FURTHER, that at any time after the occurrence and during the continuance of an Event of Default, the Trustee may, but is not obligated to, (and, if instructed in writing by the Majority Holders of all Bonds of all series as to which the Event of Default applies, shall) in its (or their) discretion at any time and from time to time elect to liquidate any such Permitted Investments (in an amount necessary to cure such Event of Default) and apply or cause to be applied the proceeds thereof to the payment of the principal of and interest on the Bonds in the manner specified in Section 5.09 of the Security Agreement. Such investments shall mature in such amounts and have maturity dates or be subject to redemption at the option of the holder thereof on or prior to maturity as needed for the purposes of such funds. Any profit realized from investments of the Debt Service Reserve Account shall be made that will cause you deposited in the Debt Service Reserve Account and any loss shall be charged to fail the Debt Service Reserve Account. In no event shall the Trustee or the Securities Intermediary be liable for the selection of Permitted Investments or for investment losses Northeast Generation Supplemental Indenture ------------------------------------------- -22- incurred thereon. Neither the Trustee nor the Securities Intermediary shall have liability in respect of losses incurred as a result of the liquidation of any Permitted Investment prior to comply with its stated maturity or the provisions failure of paragraph C above. If the transactions contemplated herein shall close but Issuer to provide timely written investment direction, except to the extent such losses were due to the gross negligence or bad faith on the same day you are unable to deliver the Seller Amount or any other portion part of the Funds which represent Trustee or the Securities Intermediary. Neither the Trustee nor the Securities Intermediary shall have any obligation to invest or reinvest any amounts due Seller but which are, at Seller’s direction pursuant to held hereunder in the Closing Statement, used to pay third parties or other obligations absence of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfdirection.
Appears in 1 contract
Investment of Funds. As soon (a) Escrow Agent will hold in, and credit by appropriate book entry to, the Escrow Account the initial deposit and all subsequent deposits to the Escrow Account, together with all investments thereof and all interest accumulated thereon and proceeds from the foregoing, upon the terms and conditions set forth in this Escrow Agreement and shall not disburse funds from the Escrow Account except as you receive any portion provided herein. Trustee hereby directs Escrow Agent to invest the funds in the Escrow Account initially in the Service class shares of the Funds you should immediately notify Seller and Buyer of such fact. No investment U.S. Government Portfolio of the Funds Wilmington Funds, a mutual fund managed by Xxxxxx Square Management Corporation, a subsidiary of Escrow Agent. The parties acknowledge that (i) shares in this mutual fund are not obligations of Wilmington Trust Company, are not deposits and are not insured by the FDIC, (ii) Escrow Agent or its affiliates are compensated by this mutual fund for services rendered in its capacity as investment advisor, custodian and/or transfer agent, (iii) Wilmington Trust Company, or its affiliates, are also compensated by these mutual funds for providing shareholder services and (iv) such compensation is both described in detail in the prospectus for the fund, and is in addition to the compensation, if any, paid to Wilmington Trust Company in its capacity as Escrow Agent hereunder.
(b) Trustee and the Company agree (solely as between themselves) that, unless and until an Event of Default has occurred under the Indenture, the Company shall be made entitled to direct Trustee in writing to instruct Escrow Agent to invest the funds in the Escrow Account in any other Cash Equivalent, and Trustee shall instruct Escrow Agent accordingly.
(c) Notwithstanding anything to the contrary contained herein, the Company agrees that Trustee may, even if no Event of Default has occurred under the Indenture, without notice to any person, direct Escrow Agent to sell or liquidate any of the foregoing investments at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and Escrow Agent will cause you to fail to comply with the not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation.
(d) The provisions of paragraph C above. If Section 7(b) and Section 7(c) are between Trustee and the transactions contemplated herein Company and shall close but on in no way limit Escrow Agent’s obligation to follow entitlement orders of Trustee with respect to the same day you are unable to deliver Escrow Account and any security entitlements and financial assets carried therein or credited thereto, without the Seller Amount consent of the Company, Frontline or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfperson.
Appears in 1 contract
Investment of Funds. As soon as you receive any All or a portion of any amounts in the Funds you should immediately notify Seller Reserve Accounts shall, so long as no Event of Default has occurred, be invested and Buyer reinvested by Lender in accordance with written instructions delivered by Borrower (subject to Mortgage Borrower’s rights under the Cash Management Agreement), or after an Event of Default has occurred, by Lender, in one or more Permitted Investments (subject to the availability of such fact. No Permitted Investments), provided, however, that:
(i) the maturity of the Permitted Investments on deposit therein shall be at the discretion of Borrower, but in any event no later than the Business Day of or immediately preceding the date on which such funds are reasonably expected to be required to be withdrawn therefrom pursuant to this Agreement and the Mezzanine Cash Management Agreement;
(ii) after an Event of Default has occurred, Borrower shall not have any right to direct investment of the Funds balance in any Reserve Account;
(iii) all such Permitted Investments shall be made that will cause you to fail to comply with held in the provisions name of paragraph C above. If the transactions contemplated herein Lender or its servicer and shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant be credited to the Closing Statementapplicable Reserve Account; and
(iv) if no written investment direction is provided to Lender by Borrower, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of Lender may at Lender’s option invest any balance in each such fact. If Seller gives you oral or written instructions to do so, you shall invest Reserve Account in such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment Permitted Investments as may be authorized selected by Seller)Lender. Any investment Lender shall have no liability for any loss in investments of the Remaining Funds funds in any Reserve Account that are invested in Permitted Investments and no such loss shall affect Borrower’s obligation to fund, or liability for funding, any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), shall be as directed by BuyerReserve Account. All interest accrued paid or other earnings on funds deposited into any Reserve Account hereunder shall be deposited into such Reserve Account. Borrower shall include all earnings on the Buyer Funds after the ClosingReserve Accounts as income of Borrower for federal and applicable state tax purposes. If no written investment direction is provided to Lender by Borrower, shall belong to Buyer and shall be delivered to Buyer Lender may at its option invest such amounts in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held a Permitted Investment selected by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfLender.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (CNL Hotels & Resorts, Inc.)
Investment of Funds. As soon as you receive any portion (i) Funds on deposit in the Contingent Obligations Account shall be invested and reinvested by the Trusts’ Representative in Eligible Investments selected by the Controlling Party if such investments are reasonably available and, in the case of Eligible Short-Term Investments that are not Eligible Overnight Investments, have maturities no later than the Funds you should immediately notify Seller and Buyer earlier of (A) 90 days following the date of such fact. No investment and (B) the Business Day immediately preceding the Deferred Payment Date (PD) or Deferred Payment Date (ZAI) next following the date of such investment.
(ii) Funds on deposit in the Funds Liquidated Obligations Account shall be made invested and reinvested by the Trusts’ Representative in Eligible Overnight Investments selected by the Controlling Party if such investments are reasonably available.
(iii) Funds on deposit in the Holding Account shall be invested and reinvested by the Trusts’ Representative in Eligible Investments selected by the Controlling Party if such investments are reasonably available and, in the case of Eligible Short-Term Investments that will cause you to fail to comply with are not Eligible Overnight Investments, have maturities no later than 90 days following the provisions date of paragraph C above. If such investment.
(iv) Unless otherwise expressly provided in this Agreement, any Investment Earnings shall be deposited in the transactions contemplated herein applicable Collection Account when received by the Trusts’ Representative and shall close but on be applied by the Trusts’ Representative in the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and manner as the other amounts due Seller as aforesaid being herein collectively called on deposit in such Collection Account are to be applied. The Trusts’ Representative’s fees and expenses in making such investments and any losses incurred in such investments shall be charged against the “Seller Funds”)principal amount invested. Neither the Trusts’ Representative nor the Controlling Party shall be liable for any loss resulting from any investment, you shall promptly notify Seller reinvestment or liquidation required to be made under this Agreement other than by reason of such factits willful misconduct or gross negligence. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds Eligible Investments and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are investment required to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), made hereunder shall be as directed held to their maturities except that any such investment may be sold (without regard to its maturity) by Buyerthe Trusts’ Representative without instructions whenever such sale is necessary to make a distribution required under this Agreement. All interest accrued on Uninvested funds held in the Buyer Funds after the Closing, Collection Accounts shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfnot earn or accrue interest.
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Investment of Funds. As soon as you receive any portion Monies in the Bond Fund and the accounts in such Bond Fund and in the Rebate Fund shall be invested and reinvested by the Trustee, at the direction of the Funds you should immediately notify Seller Company, promptly confirmed in writing, so long as the Company is not in default hereunder or under the Participation Agreement, to the extent reasonable and Buyer practicable in Investment Securities selected by the Company and maturing in the amounts and at the times as determined by the Company so that the payments required to be made from such funds and accounts may be made when due and subsequent to the occurrence of an Event of Default hereunder or under the Participation Agreement, the Trustee shall invest and reinvest monies in the Bond Fund and the Rebate Fund in Investment Securities maturing in such factamounts and at such times as the Trustee determines so that payment required to be made from such funds may be made when due. No investment Investment earnings shall be considered on deposit in any Fund or Account as of the Funds shall be made that will cause you to fail to comply date they are actually received by the Trustee. Notwithstanding the foregoing, Available Moneys or moneys provided by the State of New York in accordance with Section 5.07 hereof held by the provisions of paragraph C above. If Trustee or the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which areRegistrar and Paying Agent, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are extent permitted to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”)invested, shall be invested solely in direct obligations issued by the United States of America maturing in such amounts and at such times as directed the Trustee determines so that payments required to be made from such Available Moneys or such moneys provided by Buyerthe State of New York may be made when due. All interest accrued Monies on deposit in the Buyer Funds after Project Fund and the Closing, shall belong to Buyer and accounts in such Fund shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on invested and reinvested by the Seller Funds after Trustee at the Closing express direction of the transactions hereunder Company, promptly confirmed in writing, so long as the Company is not in default under the Participation Agreement, to the extent reasonable and practicable, in Investment Securities maturing in such amounts and at such times as it is anticipated by the Company that such monies together with monies advanced by the Company will be required to pay the redemption price of the Prior Bonds. The Company may at any time and from time to time deposit Ineligible Moneys with the Trustee. Ineligible Moneys shall belong at all times be held by the Trustee in the manner contemplated by clause (i) of the definition of the term "Available Moneys" and Available Moneys shall at all times prior to Seller and shall be wire-transferred to Seller the application thereof in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds terms hereof be held by you hereunder the Trustee in the manner contemplated by clause (i), (ii), (iii) or (iv) (as appropriate to the source of such Available Moneys) of the definition of the term "Available Moneys". The Trustee, with the consent of the Company, shall only be authorized to sell any investment when necessary to make the payments to be made from the funds and accounts therein. All earnings on and income from monies in said funds and accounts (other than the Project Fund and the Rebate Fund) created hereby shall be considered to be Revenues and shall be held in the respective account in the Bond Fund for use and application as are all other monies deposited at a major money center bank approved in such accounts. The Trustee shall, in the statement required by Buyer Section 11.07, set forth the Investment Securities held separately in, and Sellerthe earnings realized on investment for, each fund and account hereunder. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification The Trustee shall not be liable for any depreciation in the value of the Investment Securities acquired hereunder or any loss suffered in connection with any investment of funds made hereunder on by it in accordance herewith, including, without limitation, any loss suffered in connection with the sale of any investment pursuant hereto. The Trustee may make any such investments through its behalfown investment department upon direction of the Company. All Investment Securities shall constitute a part of the respective fund and accounts therein from which the investment in Investment Securities was made.
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Investment of Funds. As soon as you receive any portion Until the occurrence of a Termination Event, to the Funds you should immediately notify Seller and Buyer of extent there are uninvested available amounts deposited in the Collection Account on or before 3:00 p.m. (Boston, Massachusetts time), all such fact. No investment of the Funds amounts shall be made invested in Permitted Investments selected by the Servicer in written instructions delivered to the Trustee (which may be in the form of standing instructions) that will cause you mature no later than the Business Day immediately preceding the next Payment Date; to fail the extent that there are uninvested available funds deposited after 3:00 p.m. (Boston, Massachusetts time), such funds shall be swept into the overnight funds investment which shall be a Permitted Investment selected by the Servicer in written instructions delivered to comply with the Trustee (which may be in the form of standing instructions). From and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Collection Account (net of losses and investment expenses), all amounts may be invested in Permitted Investments selected by the Administrative Agent in written instructions delivered to the Trustee (which may be in the form of standing instructions) that mature no later than the Business Day immediately preceding the next Payment Date. Until the occurrence of a Termination Event, to the extent there are uninvested available amounts deposited in the Custodial Account after 3:00 p.m. (Boston, Massachusetts time), such funds shall be swept into the overnight funds investment which shall be a Permitted Investment selected by the Servicer in written instructions delivered to the Trustee (which may be in the form of standing instructions). From and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Custodial Account (net of losses and investment expenses) after 3:00 p.m. (Boston, Massachusetts time), all such amounts may be swept into the overnight funds investment which shall be a Permitted Investment selected by the Administrative Agent in written instructions delivered to the Trustee (which may be in the form of standing instructions). All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the Collection Account and shall be applied. pursuant to the provisions of paragraph C aboveSection 2.10 and Section 2.11. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), All investments shall be subject to availability. Absent receipt of instructions as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoingcontemplated herein, the Funds held by you hereunder Trustee shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees have no obligation to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for invest any investment made hereunder on its behalf.funds
Appears in 1 contract
Samples: Sale and Servicing Agreement (NewStar Financial, Inc.)
Investment of Funds. As soon as you receive any portion (a) Money in the Construction Fund, the Garage Gross Receipts Fund, the Debt Service Fund, the Debt Service Reserve Fund and the Rebate Fund shall be invested and reinvested by the Trustee in Permitted Investments at the oral (confirmed in writing) or written direction of an Authorized Officer. Investments of money in the Construction Fund and the Garage Gross Receipts Fund shall mature or be redeemable at the option of the Funds you should immediately notify Seller Trustee at the times and Buyer in the amounts necessary to permit the payments required by Sections 5.02 and 5.03(c) hereof, respectively, to be made from those Funds. Investments of such fact. No investment money in the Debt Service Fund and the Debt Service Reserve Fund shall mature or be redeemable at the option of the Funds Trustee at the times and in the amounts necessary at the best prices then reasonably available to provide money to pay Debt Service as it becomes due at stated maturity or pursuant to any Mandatory Sinking Fund Requirements; provided, that money in the Debt Service Reserve Fund shall be made invested and reinvested by the Trustee only in obligations that have a term to maturity not greater than ten years unless those obligations are put obligations or otherwise have terms that permit their timely liquidation by the Trustee so that funds will cause you be timely available to fail to comply with pay Debt Service. Investments of money on deposit in the provisions of paragraph C above. If Rebate Fund shall mature or be redeemable at the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion option of the Funds which represent Trustee at the times and in the amounts due Seller but which arenecessary at the best prices then reasonably available to provide money to make the payments required under Section 5.11 of this Indenture. Subject to any directions from the Authorized Officer with respect thereto, at Seller’s direction pursuant from time to time the Trustee may sell those investments and reinvest the proceeds from those investments in Permitted Investments maturing or redeemable as required under this Section. The Trustee shall sell or redeem investments credited to the Closing StatementAccounts of the Construction Fund or the Garage Gross Receipts Fund to produce sufficient money at the times required to make the payments required by Sections 5.02 and 5.03, used respectively, and shall do so without necessity for any order on behalf and without restriction by reason of any order. The Trustee shall sell or redeem investments credited to pay third parties the Debt Service Fund and to the Debt Service Reserve Fund to produce sufficient money at the times required for the purpose of paying Debt Service when due, and shall do so without necessity for any order and without restriction by reason of any order. The Trustee shall sell or other obligations redeem investments credited to the Rebate Fund to produce sufficient money at the times required for the purpose of Seller (making payments under Section 5.11 when due, and shall do so without necessity for any order and without restriction by reason of any order. Money in the Seller Amount Garage Major Maintenance and Capital Improvement Fund and the other amounts due Seller as aforesaid being herein collectively called Garage Surplus Fund shall be invested and reinvested at the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral (confirmed in writing) or written instructions to do sodirection of an Authorized Officer in Permitted Investments. Money on deposit in any funds or accounts established by a Supplemental Indenture shall be invested as provided in that Supplemental Indenture or, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”)if no provision is so made, shall be invested in Permitted Investments maturing or redeemable at the option of the State not later than the times when that money is required for the purposes for which the fund or account was established.
(b) Investments purchased as directed by Buyer. All interest accrued an investment of moneys in any Fund, Account or sub-account thereof shall be deemed at all times to be a part of that Fund, Account or sub-account, and any losses suffered due to the investment thereof shall be charged to that Fund, Account or sub-account, provided that, unless otherwise provided in a Supplemental Indenture, net income or gain: (i) due to the investment of moneys in the Construction Fund shall be deposited in and credited to the Capitalized Interest Account of the Construction Fund prior to the Completion Date and thereafter to the Garage Gross Receipts Fund and (ii) due to the investment of moneys in an account of the Debt Service Reserve Fund shall, to the extent that the amount in the Debt Service Reserve Fund exceeds the Debt Service Reserve Requirement, be deposited in and credited to the Capitalized Interest Account of the Construction Fund (until such account is fully depleted) and thereafter to the Interest Account in the Debt Service Fund and applied on the Buyer Funds after next Interest Payment Date to the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All payment of interest accrued on the Seller Funds after the Closing series of Bonds secured by that Account of the transactions hereunder shall belong Debt Service Reserve Fund, unless other provision is made in the Supplemental Indenture for the series of Bonds secured by that Account of the Debt Service Reserve Fund. Any investments constituting Permitted Investments may be purchased from or sold to Seller the Trustee, the Registrar, an Authenticating Agent or a Paying Agent, or any bank, trust company or savings and shall be wire-transferred to Seller in accordance loan association affiliated with the Seller Wiring Instructions. Without limitation on any of the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalf.
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Investment of Funds. As soon as you receive any portion Moneys in the Bond Fund and the accounts in such fund shall be invested and reinvested by the Trustee, at the written direction of the Funds you should immediately notify Seller Company, so long as the Company is not in default hereunder or under the Participation Agreement, to the extent reasonable and Buyer practicable in Investment Securities selected by the Company and maturing in the amounts and at the times as determined by the Company so that the payments required to be made from such funds and accounts may be made when due and subsequent to the occurrence of such factan Event of Default hereunder or under the Participation Agreement, the Trustee shall hold moneys in the Bond Fund uninvested. No investment Investment earnings shall be considered on deposit in any Fund or Account as of the Funds shall be made that will cause you to fail to comply with date they are actually received by the provisions Trustee. Notwithstanding the foregoing, so long as a Direct-Pay Credit Facility is in effect, moneys in the Bond Fund, except for proceeds of paragraph C above. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”)refunding bonds, shall be held uninvested. Moneys on deposit in the Project Fund shall be invested and reinvested by the Trustee at the express direction of the Company, promptly confirmed in writing (which may be provided by telecopy), so long as directed the Company is not in default under the Participation Agreement, to the extent reasonable and practicable, in Investment Securities maturing in such amounts and at such times as it is anticipated by Buyerthe Company that such moneys will be required to pay the redemption price of the Prior Bonds. The Trustee, with the consent of the Company, shall be authorized to sell any investment when necessary to make the payments to be made from the funds and accounts therein. All interest accrued earnings on and income from moneys in said funds and accounts (other than the Buyer Funds after the Closing, Project Fund) created hereby shall belong be considered to Buyer be Revenues and shall be delivered to Buyer held in the respective account in the Bond Fund for use and application as are all other moneys deposited in such accounts. The Trustee shall, in the statement required by Section 11.07, set forth the Investment Securities held separately in, and the earnings realized on investment for, each fund and account hereunder. The Trustee shall not be liable for any depreciation in the value of the Investment Securities acquired hereunder or any loss suffered in connection with any investment of funds made by it in accordance herewith, including, without limitation, any loss suffered in connection with the sale of any investment pursuant hereto. The Trustee may make any such investments through its separate instructionsown investment department upon written direction of the Company. All interest accrued on the Seller Funds after the Closing Investment Securities shall constitute a part of the transactions hereunder shall belong to Seller respective fund and shall be wire-transferred to Seller accounts therein from which the investment in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for any investment made hereunder on its behalfInvestment Securities was made.
Appears in 1 contract
Samples: Trust Indenture (Consolidated Edison Co of New York Inc)
Investment of Funds. As soon (a) The Administrative Agent is hereby authorized and directed to invest and reinvest the funds from time to time deposited in the Disbursement Account, the Interest Reserve Account or the Holding Account, so long as you receive any portion no Default or Event of Default has occurred and is continuing, on the instructions of the Funds you should immediately notify Seller Borrower (provided that if such instructions are given verbally, they shall be confirmed promptly in writing by facsimile or otherwise) or, if the Borrower shall fail to give such instructions, in the sole discretion of the Administrative Agent, provided that in no event may the Borrower give instructions to the Administrative Agent to, or may the Administrative Agent in its discretion, invest or reinvest funds in the Disbursement Account, the Interest Reserve Account or the Holding Account in other than Cash Equivalents described in clause (i) of the definition of Cash Equivalents or described in clauses (ii) and Buyer (iii) of such factthe definition of Cash Equivalents to the extent issued by Credit Lyonnais New York Branch or Credit Lyonnais Nassau Branch. No The Administrative Agent shall have no obligation to invest or reinvest any of the funds from time to time deposited in the Disbursement Account, the Interest Reserve Account or the Holding Account if the Borrower shall not have provided the instructions contemplated by this Section 7(a).
(b) Any net income or gain on the investment of funds from time to time held in the Funds shall be made that will cause you to fail to comply with Disbursement Account, the provisions of paragraph C above. If Interest Reserve Account or the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”)Holding Account, shall be retained by the Administrative Agent as directed by Buyera part of the Disbursement Account, the Interest Reserve Account or the Holding Account (as the case may be) and any net loss on any such investment shall be charged against the Disbursement Account, the Interest Reserve Account or the Holding Account (as the case may be).
(c) Neither the Administrative Agent nor the Lenders shall be a trustee for the Borrower, or shall have any obligations or responsibilities, or shall be liable for anything done or not done, in connection with the Disbursement Account, the Interest Reserve Account or the Holding Account, except as expressly provided herein and except that the Administrative Agent (for the benefit of the Lenders) shall have the obligations of a secured party under the UCC. All interest accrued on The Administrative Agent and the Buyer Funds after the Closing, Lenders shall belong to Buyer not have any obligation or responsibilities and shall not be delivered to Buyer liable in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoing, the Funds held by you hereunder shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification any way for any investment decision made hereunder on its behalfpursuant to this Section 7 or for any decrease in the value of the investments held in the Disbursement Account, the Interest Reserve Account or the Holding Account.
(d) The Borrower acknowledges and agrees that no investment loss or other decrease in the value of any investments or cash or other property held in the Disbursement Account, the Interest Reserve Account or the Holding Account shall in any way affect the Borrower's obligations under the Credit Agreement or the other Fundamental Documents.
Appears in 1 contract
Samples: Credit and Security Agreement (General Communication Inc)
Investment of Funds. As soon as you receive any portion Until the occurrence of a Termination Event, to the Funds you should immediately notify Seller and Buyer of extent there are uninvested available amounts deposited in the Collection Account on or before 3:00 p.m. (Boston, Massachusetts time), all such fact. No investment of the Funds amounts shall be made invested in Permitted Investments selected by the Servicer (so long as it is the Originator or Affiliate thereof) in written instructions delivered to the Trustee (which may be in the form of standing instructions) that will cause you mature no later than the Business Day immediately preceding the next Payment Date; to fail the extent that there are uninvested available funds deposited after 3:00 p.m. (Boston, Massachusetts time), such funds shall be swept into the overnight funds investment which shall be a Permitted Investment selected by the Servicer in written instructions delivered to comply with the Trustee (which may be in the form of standing instructions). From and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Collection Account (net of losses and investment expenses), all amounts may be invested in Permitted Investments selected by the Administrative Agent in written instructions delivered to the Trustee (which may be in the form of standing instructions) that mature no later than the Business Day immediately preceding the next Payment Date. Until the occurrence of a Termination Event, to the extent there are uninvested available amounts deposited in the Reserve Account after 3:00 p.m. (Boston, Massachusetts time), such funds shall be swept into the overnight funds investment which shall be a Permitted Investment selected by the Servicer in written instructions delivered to the Trustee (which may be in the form of standing instructions). From and after the occurrence of a Termination Event, to the extent there are uninvested amounts in the Reserve Account (net of losses and investment expenses) after 3:00 p.m. (Boston, Massachusetts time), all such amounts may be swept into the overnight funds investment which shall be a Permitted Investment selected by the Administrative Agent in written instructions delivered to the Trustee (which may be in the form of standing instructions). All earnings (net of losses and investment expenses) thereon shall be retained or deposited into the Collection Account and shall be applied pursuant to the provisions of paragraph C abovethe Priority of Payments. If the transactions contemplated herein shall close but on the same day you are unable to deliver the Seller Amount or any other portion of the Funds which represent amounts due Seller but which are, at Seller’s direction pursuant to the Closing Statement, used to pay third parties or other obligations of Seller (the Seller Amount and the other amounts due Seller as aforesaid being herein collectively called the “Seller Funds”), you shall promptly notify Seller of such fact. If Seller gives you oral or written instructions to do so, you shall invest such Seller Funds in treasury bills or treasury backed repurchase agreements (or such other short-term investment as may be authorized by Seller). Any investment of the Remaining Funds and any other portion of the Funds which represent additional amounts which are Buyer’s obligations but which, pursuant to the Closing Statement, are to be used to pay third parties or other obligations of Buyer (the Remaining Funds and the other amounts payable by Buyer as aforesaid being herein collectively called the “Buyer Funds”), All investments shall be subject to availability. Absent receipt of instructions as directed by Buyer. All interest accrued on the Buyer Funds after the Closing, shall belong to Buyer and shall be delivered to Buyer in accordance with its separate instructions. All interest accrued on the Seller Funds after the Closing of the transactions hereunder shall belong to Seller and shall be wire-transferred to Seller in accordance with the Seller Wiring Instructions. Without limitation on the foregoingcontemplated herein, the Funds held by you hereunder Trustee shall only be deposited at a major money center bank approved by Buyer and Seller. Each of Buyer and Seller agrees have no obligation to execute and deliver to you a form W-9 Request for Taxpayer Identification Number and Certification for invest any investment made hereunder on its behalffunds.
Appears in 1 contract
Samples: Loan and Servicing Agreement (NewStar Financial, Inc.)