Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Appears in 2 contracts
Samples: Funding Loan Agreement, Funding Loan Agreement
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (ia) six (6) months from the date of investment, investment and (iib) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorizedauthorized and, in such capacity, Fiscal Agent or such affiliate may charge its ordinary and customary fees for such trades, including account maintenance fees, which fees, for purposes of this Funding Loan Agreement, shall be treated as Fiscal Agent’s Extraordinary Fees and Expenses. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. In no event shall Fiscal Agent be required to provide supervision, recommendations, or advice with respect to any investment. In the absence of written direction from Xxxxxxxx, Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best current market price obtainable (at least but not less than par) whenever it shall be necessary so to do so in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. Governmental Lender acknowledges that to the extent that regulations of the Office of the Comptroller of the Currency or other applicable regulatory agency grant Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Appears in 2 contracts
Samples: Funding Loan Agreement, Funding Loan Agreement
Investment of Funds. The money held Until the occurrence of a Termination Event, to the extent there are uninvested available amounts deposited in the Collection Account on or before 3:00 p.m., all such amounts shall be invested in Permitted Investments selected by the Fiscal Agent Servicer 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 Distribution Date; to the extent that there are uninvested available funds deposited after 3:00 p.m., such funds shall constitute trust be swept into the overnight funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder investment which shall be, except as otherwise expressly provided herein, invested be a Permitted Investment selected by the Fiscal Agent, at Servicer in written instructions delivered to the written direction of the Borrower Trustee (or, which may be in the case form of standing instructions). From and after the Rebate Fundoccurrence of a Termination Event, as provided to the extent there are uninvested amounts in Section 5.07(b) hereofthe Collection Account (net of losses and investment expenses), all amounts may be invested in Qualified 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 Distribution 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., 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., 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 Section 2.10 and Section 2.11. All investments shall be subject to prepayment or withdrawal at par without penalty on or prior to availability. Absent receipt of instructions as contemplated herein, the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent Trustee shall have entered into no obligation to invest any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuefunds.
Appears in 2 contracts
Samples: Secured Loan and Servicing Agreement (NewStar Financial, Inc.), Secured Loan and Servicing Agreement (NewStar Financial, Inc.)
Investment of Funds. The money held Until the occurrence of a Termination Event, to the extent there are uninvested available amounts deposited in the Collection Account, on or before 3:00 p.m. all such amounts shall be invested in Permitted Investments selected by the Fiscal Agent Servicer 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; to the extent that there are uninvested available funds deposited after 3:00 p.m., such funds shall constitute trust be swept into the overnight funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder investment which shall be, except as otherwise expressly provided herein, invested be a Permitted Investment selected by the Fiscal Agent, at Servicer in written instructions delivered to the written direction of the Borrower Trustee (or, which may be in the case form of standing instructions). From and after the Rebate Fundoccurrence of a Termination Event, as provided to the extent there are uninvested amounts in Section 5.07(b) hereofthe Collection Account (net of losses and investment expenses), all amounts may be invested in Qualified 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., 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., 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 Section 2.10 and Section 2.11. All investments shall be subject to prepayment or withdrawal at par without penalty on or prior to availability. Absent receipt of instructions as contemplated herein, the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent Trustee shall have entered into no obligation to invest any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuefunds.
Appears in 2 contracts
Samples: Loan and Servicing Agreement (NewStar Financial, Inc.), Loan and Servicing Agreement (NewStar Financial, Inc.)
Investment of Funds. (a) The money held by the Fiscal Administrative Agent shall constitute trust funds for the purposes hereof. Any money attributable is hereby authorized and directed to each of invest and reinvest the funds from time to time deposited in the Cash Collateral Account, so long as no Event of Default has occurred and accounts hereunder shall beis continuing, except as otherwise expressly provided herein, invested by on the Fiscal Agent, at the written direction instructions of the Borrower (provided that such instructions may be given verbally to be confirmed promptly in writing by facsimile or otherwise) or, if the Borrower shall fail to give such instructions, in the case sole discretion of the Rebate FundAdministrative Agent, as provided that in Section 5.07(b) hereof), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior no event may the Borrower give instructions to the earlier of Administrative Agent to, or may the Administrative Agent in its discretion, invest or reinvest funds in the Cash Collateral Account in other than Cash Equivalents described in clause (i) six (6) months from of the date definition of investmentCash Equivalents, and or described in clauses (ii) and (iii) of the date such money is needed; provided, that if definition of Cash Equivalents to the Fiscal extent issued by Credit Lyonnais New York Branch or Credit Lyonnais Nassau Branch. The Administrative Agent shall have entered into no obligation to invest or reinvest any investment agreement requiring of the funds from time to time deposited in the Cash Collateral Account if the Borrower shall not have provided the instructions contemplated by this Section 11.2(a).
(b) Any net income or gain on the investment of money funds from time to time held in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money the Cash Collateral Account shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt retained by the Fiscal Administrative Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be as a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon Cash Collateral Account and any profit arising net loss on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof investment shall be charged against the Revenue Fund. Such investments Cash Collateral Account.
(c) Neither the Administrative Agent nor the Lenders shall be sold at a trustee for the best price obtainable (at least par) whenever it Borrower, or shall have any obligations or responsibilities, or shall be necessary so to do liable for anything done or not done, in order to provide money to make any transferconnection with the Cash Collateral Account, withdrawal, payment or disbursement from said fund or account. In except as expressly provided herein and except that the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu Administrative Agent (for the benefit of the required money if permitted hereby as an investment Lenders) shall have the obligations of money in that fund or accounta secured party under the UCC. The Fiscal Administrative Agent and the Lenders shall not have any obligation or responsibilities and shall not be liable or responsible in any way for any loss, fee, tax, investment decision made pursuant to this Section 11.2 or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder decrease in the amount value of the investments held in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuethe Cash Collateral Account.
Appears in 1 contract
Samples: Credit, Guaranty, Security and Pledge Agreement (Gci Inc)
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereofthe Tax Exemption Agreement), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedin Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money held by the Fiscal Defeasance Agent shall constitute trust funds for invest the purposes hereofDefeasancee Funds in the manner set forth in Schedule 1 attached hereto. Any money attributable to each Each of the Issuer and the Note Holders agree that said investments will provide sufficient funds and accounts hereunder to redeem the Notes in full on the Redemption Date. In the event, for any reason that it becomes necessary to reinvest any Defeasance Funds, Defeasance Agent shall be, except do so as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or Representatives jointly shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is neededdirect; provided, however, that if the Fiscal Agent shall have entered into any no investment agreement requiring investment of money or reinvestment may be made except in any fund or account hereunder Government Securities, in accordance with the terms of the Note Purchase Agreement. If Defeasance Agent has not received a Joint Written Direction at any time that an investment decision must be made, Defeasance Agent shall invest the Defeasance Funds, or such investment agreement and if such investment agreement constitutes a Qualified Investmentportion thereof as to which no Joint Written Direction has been received, such money in overnight Government Securities. Each of the foregoing investments shall be invested made in accordance with such requirementsthe name of Defeasance Agent. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as Notwithstanding anything to the suitability and legality of the directed investment. In the absence of written direction from the Borrowercontrary contained herein, the Fiscal Defeasance Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliatemay, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written without notice to the contraryRepresentatives, that sell or liquidate any investment which of the foregoing investments at any time if the time proceeds thereof are required for any release of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund funds permitted or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fundrequired hereunder, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Defeasance Agent shall not be liable or responsible for any loss, feecost or penalty, tax, or other charge resulting from any such sale or liquidation. With respect to any funds received by Defeasance Agent for deposit into the Defeasance Funds or any Joint Written Direction received by Defeasance Agent with respect to investment made of any funds in accordance herewith. In computing the Defeasance Funds after ten o'clock, a.m., Hartford, Connecticut, time, Defeasance Agent shall not be required to invest such funds or to effect such investment instruction until the next day upon which banks in Hartford, Connecticut are open for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuebusiness.
Appears in 1 contract
Investment of Funds. The money moneys held by the Fiscal Agent Trustee shall constitute trust funds for the purposes hereof. Any money moneys attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, be invested by the Fiscal AgentTrustee, at the written direction of the Borrower (orand, in during such time that the case Credit Enhancement Agreement is the Credit Facility, subject to Section 3.1(d) of the Rebate FundCredit Enhancement Agreement, as provided in Section 5.07(bat least two (2) hereof)Business Days prior to the date of investment, in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is moneys are needed; provided, that if the Fiscal Agent Trustee shall have entered into any investment agreement requiring investment of money moneys in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money moneys shall be invested in accordance with such requirements. The Fiscal Agent ; provided further, that all funds derived from draws on the Credit Facility shall be entitled held uninvested or shall be invested only in Government Obligations or in Qualified Investments of the type described in subparagraph (g) of the definition thereof which, in any case, shall mature or be subject to rely tender or redemption at par on any or prior to the earlier of (i) 30 days from the date of investment or (ii) the date such money is required to be applied pursuant to the provisions of this Indenture. Except as otherwise provided in the preceding sentence, in the absence of the written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent Trustee shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedIndenture in investments described in subparagraph (g) of the definition of Qualified Investments. Such investments may be made through the investment or securities department of the Fiscal AgentTrustee. All such Qualified Investments purchased with money in any fund or account hereunder shall mature, or shall be subject to redemption or withdrawal without discount or penalty at the option of the Trustee, prior to the next succeeding Interest Payment Date. The Fiscal Agent Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent If the Trustee does not receive instructions, it shall invest funds in Qualified Investments described in subparagraph (g) of the definition thereof. Any instruction from the Borrower shall be entitled deemed to assume, absent receipt by include a representation that the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is constitutes a Qualified Investment remains and is in accordance with the terms hereof and the Tax Certificate. Amounts on deposit in the Principal Reserve Fund shall be invested and reinvested by the Trustee as provided in the Reimbursement Agreement (or as otherwise agreed to by Freddie Mac) with all such investments attributable to and deemed at all times to be a Qualified Investment thereafterpart of the Principal Reserve Fund. Qualified Investments representing an investment of money moneys attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the General Account of the Revenue Fund, and any loss resulting on the sale thereof shall be charged against General Account of the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money moneys to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money moneys to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money moneys if permitted hereby as an investment of money moneys in that fund or account. For investment purposes the Trustee may commingle the funds and accounts established hereunder (other than the Rebate Fund and the Credit Facility Account). The Fiscal Agent Trustee shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. Unless otherwise confirmed in writing, an account statement delivered periodically by the Trustee to the Borrower shall be deemed written confirmation by the Borrower that the investment transactions identified therein accurately reflect the investment directions given to the Trustee by the Borrower unless the Borrower notifies the Trustee in writing to the contrary within thirty days of the date of such statement. In computing for any purpose hereunder hereunder, the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuethe lower of cost or par, exclusive of accrued interest.
Appears in 1 contract
Samples: Trust Indenture
Investment of Funds. The money Amounts held by the Fiscal Agent in any funds or accounts created under this Funding Loan Agreement shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, be invested by the Fiscal Agent, the Funding Lender, the Servicer or the designee of the Funding Lender or Servicer, as applicable, in Permitted Investments at the written direction of the Borrower (orBorrower, subject in all cases to the case restrictions of Section 8.7 hereof and of the Rebate FundTax Certificate. The Borrower’s instruction shall be sufficient evidence that the investment constitutes a Permitted Investment (including as to the legality thereof). In the absence of any such instruction, monies shall be held uninvested. Permitted Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in such fund or account. For purposes of acquiring any investments hereunder, the Fiscal Agent may commingle funds held by it hereunder, except as provided in Section 5.07(b7.8(h) hereof), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior hereof with respect to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirementsRebate Fund. The Fiscal Agent shall be entitled incur no liability for losses arising from any investments made pursuant to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorizedSection. The Fiscal Agent shall be entitled to assume, absent receipt furnish the Borrower and Funding Lender periodic cash transaction statements that include detail for all investment transactions effected by the Fiscal Agent or brokers selected by the Borrower. Upon the Borrower’s or Funding Xxxxxx’s election, such statements will be delivered via the Fiscal Agent’s online service, and upon electing such service, paper statements will be provided only upon request. The Borrower waives the right to receive brokerage confirmations of written notice security transactions effected by the Fiscal Agent as they occur, to the contraryextent permitted by law. The Borrower further understands that trade confirmations for securities transactions effected by the Fiscal Agent will be available upon request and at no additional cost, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise and other trade confirmations may be provided expressly in other Sections hereof, obtained from the interest thereon and any profit arising on applicable broker. Establishment of Funds. There are established with the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.following funds and accounts:
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedin investments of the type described in subparagraph (6) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorizedauthorized provided such purchase or sale shall be at Fair Market Value. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. In computing for any purpose hereunder The Governmental Lender acknowledges that to the amount in any fund extent that regulations of the Comptroller of the Currency or account on any dateother applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, obligations so purchased shall be valued at Fair Market Value.to the extent permitted by law, the Governmental Lender specifically waives compliance with 12
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedin Government Obligations or in investments of the type described in subparagraph (g) of the definition of Qualified Investments which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. (a) The money held by Administrative Agent is hereby authorized and directed to invest and reinvest the Fiscal Agent shall constitute trust funds for from time to time deposited into the purposes hereof. Any money attributable to each Prepayment Collateral Account so long as no Event of Default has occurred and is continuing, on the instructions of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the applicable Borrower (provided that any such instructions given verbally shall be confirmed promptly in writing) or, if such Borrower shall fail to give such instructions upon delivery of any such funds, in the case sole discretion of the Rebate Fund, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is neededAdministrative Agent; provided, that if in no event may any Borrower give instructions to the Fiscal Administrative Agent shall have entered into to, or may the Administrative Agent in its discretion, invest or reinvest funds in the Prepayment Collateral Account in any investment agreement requiring Investment other than cash held in a deposit account with Bank of America, N.A. or a time deposit issued by Bank of America, N.A.
(b) Any net income or gain on the investment of money funds from time to time held in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money the Prepayment Collateral Account shall be invested in accordance with such requirements. The Fiscal Agent for the account of the Borrowers and shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt promptly reinvested by the Fiscal Administrative Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be as a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon Prepayment Collateral Account; and any profit arising net loss on the sale thereof any such investment shall be credited to for the Revenue Fund, account of the Borrowers and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments Prepayment Collateral Account.
(c) None of the Administrative Agent, the Collateral Agent, the other Agents, the Lenders or the other Secured Parties shall be sold at a trustee for any of the best price obtainable (at least par) whenever it Credit Parties, or shall have any obligations or responsibilities, or shall be necessary so to do liable for anything done or not done, in order to provide money to make any transferconnection with the Prepayment Collateral Account, withdrawal, payment or disbursement from said fund or accountexcept as expressly provided herein and except that the Administrative Agent shall have the obligations of a secured party under the UCC. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu None of the required money if permitted hereby as an investment of money in that fund Administrative Agent, the Collateral Agent, the other Agents, the Lenders or account. The Fiscal Agent the other Secured Parties shall not have any obligation or responsibility or shall be liable or responsible in any way for any loss, fee, tax, or other charge resulting from any investment decision made in accordance herewith. In computing with this Section 9.2 or for any purpose hereunder decrease in the amount value of the investments held in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuethe Prepayment Collateral Account.
Appears in 1 contract
Samples: Credit and Guaranty Agreement (Reliant Resources Inc)
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. The Fiscal Agent may conclusively rely upon the Borrower’s written instructions as to both the suitability and legality of the directed investments so long as the directed investment is a Qualified Investment. In the absence of investment instructions from the Borrower, the Fiscal Agent shall hold the moneys held by it hereunder uninvested. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. In computing for any purpose hereunder The Governmental Lender acknowledges that to the amount in any fund extent that regulations of the Comptroller of the Currency or account on any dateother applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, obligations so purchased shall be valued at Fair Market Value.to the extent permitted by law, the Governmental Lender specifically waives compliance with 12
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money held Escrow Agent shall invest and reinvest the Subscription Funds in the AIM Liquid Assets Portfolio Fund, unless otherwise instructed in writing by the Fiscal Agent Company. Such written instructions, if any, referred to in the foregoing sentence shall constitute trust funds for specify the purposes hereof. Any money attributable to each type and identity of the funds investments to be purchased and/or sold and accounts hereunder shall be, except as otherwise expressly provided herein, invested by also include the Fiscal Agent, at the written direction name of the Borrower broker-dealer, if any, that the Company directs the Escrow Agent to use in respect of such investment, any particular settlement procedures required, if any (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereofwhich settlement procedures shall be consistent with industry standards and practices), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to and such other information as the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Escrow Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirementsmay require. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Escrow Agent shall not be liable for failure to invest or responsible reinvest funds absent sufficient written direction. Unless the Escrow Agent is otherwise directed in such written instructions, the Escrow Agent may use a broker-dealer of its own selection, including a broker-dealer owned by or affiliated with the Escrow Agent or any of its affiliates. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder; provided, however, that such compensation is paid to the Placement Agent and the Company prior to making any such investment direction. It is expressly agreed and understood by the parties hereto that the Escrow Agent shall not in any way whatsoever be liable for losses on any lossinvestments, feeincluding, taxbut not limited to, losses from market risks due to premature liquidation or other charge resulting from any investment made in accordance herewithother actions taken pursuant to this Agreement. In computing for any purpose hereunder All interest, if any, on the amount in any fund or account on any date, obligations so purchased Subscription Funds shall be valued delivered to the Escrow Agent at Fair Market ValueClosing and such amount will be disclosed to the Placement Agent on the Closing Date. No Investor shall be paid any interest on Subscription Funds.
Appears in 1 contract
Investment of Funds. The money held by the Fiscal Agent Trustee shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder (except the Principal Reserve Fund as provided in this Section and the Bond Purchase Fund, the investment of which is provided for in Section 10.03) shall be, except as otherwise expressly provided herein, invested by the Fiscal AgentTrustee, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)Borrower, in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is needed; provided, that if the Fiscal Agent Trustee shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent ; provided further, that all funds derived from draws on the Credit Facility shall be entitled to rely on any written direction held uninvested or shall be invested only in Government Obligations or in Qualified Investments of the Borrower as type described in subparagraph (g) of the definition thereof which, in any case, shall mature or be subject to tender or redemption at par on or prior to the suitability and legality earlier of: (i) 30 days from the date of investment or (ii) the directed investmentdate such money is required to be applied pursuant to the provisions of this Indenture. In Except as otherwise provided in the preceding sentence, in the absence of written direction from the BorrowerBorrower and the Credit Facility Provider, the Fiscal Agent Trustee shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedIndenture in investments of the type described in subparagraph (g) of the definition of Qualified Investments. Such investments may be made through the investment or securities department of the Fiscal AgentTrustee. All such Qualified Investments purchased with money in any fund or account hereunder shall mature, or shall be subject to redemption or withdrawal without discount or penalty at the option of the Trustee, prior to the next succeeding Interest Payment Date. The Fiscal Agent Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. Any instruction from the Borrower shall be deemed to include a representation that the investment constitutes a Qualified Investment and is in accordance with the terms hereof and the Tax Certificate. The Fiscal Agent Trustee shall be entitled to assume, absent receipt by the Fiscal Agent Trustee of written notice to the contrary, that any investment which at the time of purchase is in a Qualified Investment remains a Qualified Investment thereafter. Amounts on deposit in the Principal Reserve Fund shall be invested and reinvested by the Trustee at the written direction of the Borrower in accordance with the investment requirements set forth in the Reimbursement Agreement. All such investments shall be attributable to and deemed at all times to be a part of the Principal Reserve Fund. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the General Account of the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the General Account of the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent Trustee shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. The Issuer acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Issuer the right to receive brokerage confirmations of the security transactions as they occur. To the extent permitted by law, the Issuer specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Trustee hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Appears in 1 contract
Samples: Trust Indenture
Investment of Funds. The money With respect to any moneys held by the Fiscal Agent shall constitute trust funds for Trustee under any Fund established hereunder, the purposes hereof. Any money attributable to each of Company and the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested City agree that all moneys in the Project Fund established by the Fiscal Agentthis Indenture may, at the written direction of the Borrower (or, in Company with the case approval of the Rebate FundClerk-Treasurer of the City, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on Qualified Investments, and all moneys in any other Fund established by this Indenture may, at the written direction of the Borrower City, be invested in Qualified Investments to the extent permitted by law. In the absence of such direction from the Company or City, as the case may be, the Trustee shall hold such amounts uninvested in cash, with no liability for interest. The Trustee may conclusively rely upon the Company’s or the City’s, as the case may be, written instructions as to both the suitability and legality of the directed investment. In the absence of investments and such written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such be deemed to be a certification that such directed investments may be made through the investment or securities department of the Fiscal Agentconstitute Qualified Investments. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorizedTrustee has no investment discretion. The Fiscal Agent Ratings of Qualified Investments shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which determined at the time of initial purchase is a Qualified Investment remains a Qualified Investment thereafter. of such Qualified Investments representing an and without regard to ratings subcategories and the Trustee shall have no shall have no responsibility to monitor the ratings of Qualified Investments after the initial purchase of such Qualified Investments, including at the time of reinvestment of earnings thereof. With respect to any moneys held by the City under any Fund established by this Indenture, the City may invest such moneys in Qualified Investments as it deems appropriate. Investments of moneys in the Bond Fund shall mature or be redeemable at the option of the Trustee at the times and in the amounts necessary to provide moneys to pay the principal of and interest on the Bonds by redemption or otherwise. All income derived from the investment of money attributable to any fund or account moneys on deposit in such Fund shall be deemed at all times to be a part of said fund deposited in or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall from such investment will be charged against to the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement corresponding Fund from said fund or account. In the case of any required transfer of money to another which such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or accountwas made. The Fiscal Agent Trustee is hereby authorized to trade with itself in the purchase and sale of securities for investments. Neither the Trustee nor the City shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made investment. All such investments shall be held by or under the control of the Trustee or the City, as applicable, and any income resulting therefrom shall be applied in accordance herewiththe manner specified in this Indenture. In computing Although the Company and the City each recognize that they may obtain a broker confirmation or written statement containing comparable information at no additional cost, the Company and the City each hereby agree that confirmations of investments are not required to be issued by the Trustee for any purpose hereunder each month in which a monthly statement is rendered. Unless otherwise requested by the amount in Company or the City, as the case may be, no statement need be rendered for any fund or account on if no activity occurred in such fund or account during such month The Trustee may elect, but shall not be obligated, to credit the funds and accounts held by it with moneys representing income or principal payments due on, or sales proceeds due in respect of, Qualified Investments in such funds and accounts, or to credit to Qualified Investments intended to be purchased with such moneys, in each case before actually receiving the requisite moneys from the payment source, or to otherwise advance funds for account transactions. The Company and the City each acknowledge that the legal obligation to pay the purchase price of any dateQualified Investments arises immediately at the time of the purchase. Notwithstanding anything else in this Indenture, obligations so purchased (i) any such crediting of funds or assets shall be valued at Fair Market Valueprovisional in nature, and the Trustee shall be authorized to reverse any such transactions or advances of funds in the event that it does not receive good funds with respect thereto, and (ii) nothing in this Indenture shall constitute a waiver of any of the Trustee’s rights as a securities intermediary under Uniform Commercial Code §9-206.
Appears in 1 contract
Samples: Trust Indenture
Investment of Funds. The money held by During the Fiscal Agent shall constitute trust funds for term of this Agreement, the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money Funds shall be invested and reinvested by Escrow Agent in accordance with such requirements. The Fiscal Agent investments as shall be entitled to rely on any directed in joint written direction of the Borrower as to the suitability investment instructions from Buyer and legality of the directed investmentSellers’ Representative. In the absence of joint written direction instructions from the BorrowerBuyer and Sellers’ Representative, the Fiscal Agent Funds shall hold amounts on be invested in a JPMorgan Chase Bank, N.A. money market deposit account (“MMDA”) or a successor or similar investment offered by the Escrow Agent, unless otherwise instructed in writing by the funds Parties and accounts established under this Funding Loan Agreement uninvested. Such investments may as shall be made through acceptable to the investment or securities department of the Fiscal Escrow Agent. The Fiscal Escrow Agent may purchase will provide compensation on balances in the Funds at a rate determined by the Escrow Agent from or sell time to itself or an affiliatetime. Written investment instructions, as principal or agentif any, securities herein authorizedshall specify the type and identity of the investments to be purchased and/or sold. The Fiscal Escrow Agent is hereby authorized to execute purchases and sales of investments through the facilities of its own trading or capital markets operations or those of any affiliated entity. The Escrow Agent or any of its affiliates may receive compensation with respect to any investment directed hereunder including without limitation charging an agency fee in connection with each transaction. The Parties recognize and agree that the Escrow Agent will not provide supervision, recommendations or advice relating to either the investment of moneys held in the Funds or the purchase, sale, retention or other disposition of any investment described herein. The Escrow Agent shall be entitled to assume, absent receipt by the Fiscal Agent not have any liability for any loss sustained as a result of written notice any investment in an investment made pursuant to the contrary, that terms of this Agreement or as a result of any liquidation of any investment which at prior to its maturity or for the time failure of purchase is a Qualified Investment remains a Qualified Investment thereafterthe Parties to give the Escrow Agent instructions to invest or reinvest the Funds. Qualified Investments representing an investment of money attributable The Escrow Agent shall have the right to liquidate any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do held in order to provide money funds necessary to make required payments under this Agreement. Receipt, investment and reinvestment of the Deposits shall be confirmed by Escrow Agent as soon as practicable by account statement, and any transfer, withdrawal, payment or disbursement from said fund or accountdiscrepancies in any such account statement shall be noted by Parties to Escrow Agent within thirty (30) calendar days after receipt thereof. In the case Failure to inform Escrow Agent in writing of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder the amount discrepancies in any fund or such account on any date, obligations so purchased statement within said thirty (30) day period shall conclusively be valued at Fair Market Valuedeemed confirmation of such account statement in its entirety.
Appears in 1 contract
Investment of Funds. The money moneys held by the Fiscal Agent Trustee shall constitute trust funds for the purposes hereof. Any money moneys attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, be invested by the Fiscal AgentTrustee, at the written direction of the Borrower (orand, in during such time that the case Credit Enhancement Agreement is the Credit Facility, subject to Section 3.1(d) of the Rebate FundCredit Enhancement Agreement, as provided in Section 5.07(bat least two (2) hereof)Business Days prior to the date of investment, in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is moneys are needed; provided, that if the Fiscal Agent Trustee shall have entered into any investment agreement requiring investment of money moneys in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money moneys shall be invested in accordance with such requirements. The Fiscal Agent ; provided further, that all funds derived from draws on the Credit Facility shall be entitled held uninvested or shall be invested only in Government Obligations or in Qualified Investments of the type described in subparagraph (g) of the definition thereof which, in any case, shall mature or be subject to rely tender or redemption at par on any or prior to the earlier of (i) 30 days from the date of investment or (ii) the date such money is required to be applied pursuant to the provisions of this Indenture. Except as otherwise provided in the preceding sentence, in the absence of the written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent Trustee shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedIndenture in investments described in subparagraph (g) of the definition of Qualified Investments. Such investments may be made through the investment or securities department of the Fiscal AgentTrustee. All such Qualified Investments purchased with money in any fund or account hereunder shall mature, or shall be subject to redemption or withdrawal without discount or penalty at the option of the Trustee, prior to the next succeeding Interest Payment Date. The Fiscal Agent Trustee may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent If the Trustee does not receive instructions, it shall invest funds in Qualified Investments described in subparagraph (g) of the definition thereof. Any instruction from the Borrower shall be entitled deemed to assume, absent receipt by include a representation that the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is constitutes a Qualified Investment remains and is in accordance with the terms hereof and the Tax Certificate. Amounts on deposit in the Principal Reserve Fund shall be invested and reinvested by the Trustee as provided in the Reimbursement Agreement (or as otherwise agreed to by Xxxxxxx Mac) with all such investments attributable to and deemed at all times to be a Qualified Investment thereafterpart of the Principal Reserve Fund. Qualified Investments representing an investment of money moneys attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the General Account of the Revenue Fund, and any loss resulting on the sale thereof shall be charged against General Account of the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money moneys to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money moneys to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money moneys if permitted hereby as an investment of money moneys in that fund or account. For investment purposes the Trustee may commingle the funds and accounts established hereunder (other than the Rebate Fund and the Credit Facility Account). The Fiscal Agent Trustee shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. Unless otherwise confirmed in writing, an account statement delivered periodically by the Trustee to the Borrower shall be deemed written confirmation by the Borrower that the investment transactions identified therein accurately reflect the investment directions given to the Trustee by the Borrower unless the Borrower notifies the Trustee in writing to the contrary within thirty days of the date of such statement. In computing for any purpose hereunder hereunder, the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuethe lower of cost or par, exclusive of accrued interest.
Appears in 1 contract
Samples: Trust Indenture
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, investment and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold invest amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedin investments of the type described in subparagraph (g) of the definition of Qualified Investments, which shall have the same maturity and other restrictions as set forth above. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price 4837-1660-0800.3 obtainable (at least par) whenever it shall be necessary so to do so in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge loss resulting from any investment made in accordance herewith. In computing for any purpose hereunder The Governmental Lender acknowledges that to the amount extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be provided relating to the security transactions as they occur. Except as otherwise provided in the following paragraph of this Section, the Governmental Lender and the Borrower (by their execution of the Project Loan Agreement) each covenant that all investments of amounts deposited in any fund or account on created by or pursuant to this Funding Loan Agreement, or otherwise containing Gross Proceeds of the Funding Loan or the Governmental Note (within the meaning of Section 148 of the Code) shall be acquired, disposed of, and valued (as of the date that valuation is required by this Funding Loan Agreement or the Code) at Fair Market Value. The Governmental Lender and the Borrower (by their execution of the Project Loan Agreement) each covenant that investments in funds or accounts (or portions thereof) that are subject to a yield restriction under applicable provisions of the Code and (unless valuation is undertaken at least annually) investments in any date, obligations so purchased reserve fund shall be valued at Fair Market Valuetheir present value (within the meaning of Section 148 of the Code).
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (ia) six (6) months from the date of investment, investment and (iib) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorizedauthorized and, in such capacity, Fiscal Agent or such affiliate may charge its ordinary and customary fees for such trades, including account maintenance fees, which fees, for purposes of this Funding Loan Agreement, shall be treated as Fiscal Agent’s Extraordinary Fees and Expenses. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable In no event shall Fiscal Agent be required to provide supervision, recommendations, or advice with respect to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or accountinvestment. In the case absence of any required transfer of money to another such fund or accountwritten direction from Xxxxxxxx, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made hold amounts on deposit in accordance herewith. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuefunds and accounts established under this Funding Loan Agreement uninvested.
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money During the term of this Agreement, the Escrow Funds shall be held by uninvested unless and until the Fiscal Agent shall constitute trust funds for the purposes hereofOrder to Show Cause is entered. Any money attributable to each Following entry of the funds and accounts hereunder shall beOrder to Show Cause, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or Subject Trust Escrow Funds for each Subject Trust shall be subject to prepayment or withdrawal at par without penalty on or prior to invested as soon as reasonably practicable and thereafter reinvested, with the earlier primary investment objective of principal preservation, by Escrow Agent (i) six (6) months from pursuant to the date of investment, investment and reinvestment instructions set out in the Order to Show Cause and (ii) as otherwise directed by the date such money is needed; providedCourt from time to time. Depositor recognizes and agrees that Escrow Agent will not provide supervision, that if recommendations or advice relating to either the Fiscal investment of Escrow Funds or the purchase or disposition of any investment and the Escrow Agent shall not have entered into any liability for any loss sustained as a result of (x) any investment, (y) the liquidation of any investment agreement requiring investment prior to its maturity or (z) the happenstance that the investments directed by the Court are unavailable in sufficient quantities (or at all) or are investments the Escrow Agent is unable to hold. Any part of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money the Escrow Funds that cannot be invested as directed by the Court shall be invested in accordance with such requirementsheld uninvested until otherwise instructed by the Court. The Fiscal Escrow Agent shall be entitled has no responsibility whatsoever to rely on determine the market or other value of any written direction of the Borrower investment and makes no representation or warranty, express or implied, as to the suitability and legality accuracy of any valuation or that any valuation necessarily reflects the directed proceeds that may be received upon the sale of an investment. In To the absence extent applicable regulations grant rights to receive brokerage confirmations for certain security transactions, Depositor waives receipt of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvestedsuch confirmations. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such All investments shall be sold at made in the best price obtainable (at least par) whenever it shall be necessary so name of Escrow Agent. Notwithstanding anything to do in order the contrary contained herein, Escrow Agent may, without notice to provide money to make Depositor or any transferother party, withdrawal, payment sell or disbursement from said fund or account. In the case of liquidate any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the foregoing investments at any time for any disbursement of Subject Trust Escrow Property for a given Subject Trust permitted or required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent hereunder and shall not be liable or responsible for any loss in the value of any investment made pursuant to this Agreement, or for any loss, fee, tax, cost or other charge penalty resulting from any sale or liquidation of any such investment. With respect to a given Subject Trust, all investment made in accordance herewith. In computing for any purpose hereunder earnings shall become part of the amount in any fund or account on any date, obligations so purchased Subject Trust Escrow Property and all investment losses shall be valued at Fair Market Valuecharged against the Subject Trust Escrow Property.
Appears in 1 contract
Samples: Escrow Agreement
Investment of Funds. The money held by the Fiscal Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of the funds and accounts hereunder shall be, except as otherwise expressly provided herein, invested by the Fiscal Agent, at the written direction of the Borrower (or, in the case of the Rebate Fund, as provided in Section 5.07(b) hereof)), in Qualified Investments which mature or shall be subject to prepayment or withdrawal at par without penalty on or prior to the earlier of (i) six (6) months from the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. The Governmental Lender acknowledges that to the extent that regulations of the Comptroller of the Currency or other applicable regulatory agency grant the Governmental Lender the right to receive brokerage confirmations of the security transactions as they occur, to the extent permitted by law, the Governmental Lender specifically waives compliance with 12 C.F.R. Part 12 and hereby notifies the Fiscal Agent hereunder, that no brokerage confirmations need be sent relating to the security transactions as they occur. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Value.
Appears in 1 contract
Samples: Funding Loan Agreement
Investment of Funds. The money held by During the Fiscal term of this Agreement, the Paying Agent shall constitute trust funds for the purposes hereof. Any money attributable to each of invest and reinvest the funds and accounts hereunder shall bein any Money Market Mutual Funds registered under the Investment Company Act of 1940, except as otherwise expressly provided herein, invested by the Fiscal Agent, in each case at the written direction of an Authorized Signatory of the Borrower Company. The Paying Agent shall have no obligation to invest or reinvest the funds if deposited with the Paying Agent after 11:00 a.m. (orNew York time) on such day of deposit. Instructions received after 11:00 a.m. (New York time) will be treated as if received on the following business day. The Paying Agent shall have no responsibility for any investment losses resulting from the investment, reinvestment or liquidation of the funds. Any interest or other income received on such investment and reinvestment of the funds shall become part of the Payment Account and any losses incurred on such investment and reinvestment of the funds shall be debited against the Payment Account. If a selection is not made and a written direction not given to the Paying Agent, the funds shall remain uninvested with no liability for interest therein. It is agreed and understood that the entity serving as Paying Agent may earn fees associated with the investments outlined above in accordance with the terms of such investments. In no event shall the Paying Agent be deemed an investment manager or adviser in respect of any selection of investments hereunder. The Paying Agent does not have any interest in the case funds deposited hereunder but is serving as escrow holder only and having only possession thereof. The Company shall pay or reimburse the Paying Agent upon request for any transfer taxes or other taxes relating to the funds incurred in connection herewith and shall indemnify and hold harmless the Paying Agent from any amounts that it is obligated to pay in the way of the Rebate Fund, as provided in Section 5.07(b) hereof), in Qualified Investments which mature or such taxes. Any payments of income from this Payment Account shall be subject to prepayment withholding regulations then in force with respect to United States taxes. The Company will provide the Paying Agent with appropriate W-9 forms for tax identification number certifications, or withdrawal at par without penalty W-8 forms for non-resident alien certifications. It is understood that the Paying Agent shall only be responsible for income reporting with respect to income earned on the funds and will not be responsible for any other reporting. This paragraph shall survive notwithstanding any termination of this Agreement or prior the resignation or removal of the Paying Agent. The Paying Agent shall provide to the earlier Company monthly statements identifying transactions, transfers or holdings of the funds and each such statement shall be deemed to be correct and final upon receipt thereof by the Company unless the Paying Agent is notified in writing, by the Company to the contrary within thirty (i30) six (6) months from business days of the date of investment, and (ii) the date such money is needed; provided, that if the Fiscal Agent shall have entered into any investment agreement requiring investment of money in any fund or account hereunder in accordance with such investment agreement and if such investment agreement constitutes a Qualified Investment, such money shall be invested in accordance with such requirements. The Fiscal Agent shall be entitled to rely on any written direction of the Borrower as to the suitability and legality of the directed investment. In the absence of written direction from the Borrower, the Fiscal Agent shall hold amounts on deposit in the funds and accounts established under this Funding Loan Agreement uninvested. Such investments may be made through the investment or securities department of the Fiscal Agent. The Fiscal Agent may purchase from or sell to itself or an affiliate, as principal or agent, securities herein authorized. The Fiscal Agent shall be entitled to assume, absent receipt by the Fiscal Agent of written notice to the contrary, that any investment which at the time of purchase is a Qualified Investment remains a Qualified Investment thereafter. Qualified Investments representing an investment of money attributable to any fund or account shall be deemed at all times to be a part of said fund or account, and, except as otherwise may be provided expressly in other Sections hereof, the interest thereon and any profit arising on the sale thereof shall be credited to the Revenue Fund, and any loss resulting on the sale thereof shall be charged against the Revenue Fund. Such investments shall be sold at the best price obtainable (at least par) whenever it shall be necessary so to do in order to provide money to make any transfer, withdrawal, payment or disbursement from said fund or account. In the case of any required transfer of money to another such fund or account, such investments may be transferred to that fund or account in lieu of the required money if permitted hereby as an investment of money in that fund or account. The Fiscal Agent shall not be liable or responsible for any loss, fee, tax, or other charge resulting from any investment made in accordance herewith. In computing for any purpose hereunder the amount in any fund or account on any date, obligations so purchased shall be valued at Fair Market Valuestatement.
Appears in 1 contract
