Common use of Investment of Monies Clause in Contracts

Investment of Monies. Monies on deposit in or credited to any Account shall be invested and reinvested in Permitted Investments (a) if no Event of Default shall have occurred and be continuing, at the specific written direction (which may be in the form of a standing instruction) of an Authorized Officer of CE Generation and (b) if an Event of Default shall have occurred and be continuing, at the written direction of the Collateral Agent; provided, however, that (i) if an Event of Default shall not have occurred and be continuing and an Authorized Officer of CE Generation shall not have timely furnished such a written direction or (ii) if an Event of Default shall have occurred and be continuing and the Collateral Agent shall not have timely furnished such a written direction, the Depositary Bank shall invest such Monies only in Permitted Investments described in clause (i) of the definition of Permitted Investments with a maturity of thirty (30) days or less. Such investments shall mature in such amounts and have maturity dates, or be subject to redemption or capable of being sold or otherwise liquidated at the option of the holder thereof, on or prior to maturity as needed for the purposes described herein, but in no event shall such investments mature more than one (1) year after the date acquired. The Depositary Bank shall at any time and from time to time liquidate any or all of such investments prior to the maturity thereof as needed in order to effect the transfers and withdrawals contemplated by this Agreement in accordance with an Officer's Certificate of CE Generation; provided that, in the absence of timely receipt of such an Officer's Certificate, the Depositary Bank shall liquidate any or all of such investments as so needed. In the event any such invest ments are redeemed prior to the maturity thereof, the Depositary Bank shall not be liable for any loss or penalty relating thereto in the absence of its gross negligence or willful misconduct. Any income or gain realized from such investments shall be deposited (i) first, into the Debt Service Reserve Account until the Monies on deposit therein or credited thereto, together with the amount available for drawing under any Debt Service Reserve Letter of Credit, are equal to the then current Debt Service Reserve Requirement, and (ii) second, if the Monies on deposit in or credited to the Debt Service Reserve Account, together with the amount available for drawing under any Debt Service Reserve Letter of Credit, equal or exceed the then current Debt Service Reserve Requirement, into the Revenue Account. Any loss shall be charged to the applicable Account. The Depositary Bank shall not be liable for any loss, fee, tax or other charge other than by reason of its gross negligence or willful misconduct. For purposes of any income tax payable on account of any income or gain on any investment in Permitted Investments, such income or gain shall be for the account of CE Generation or the applicable Assignor.

Investment of Monies. (a) Monies on deposit held in or credited to any Account shall created by and held under this Agreement may be invested and reinvested in Permitted Investments; provided, that such Permitted Investments shall be invested, (ai) if no Trigger Event of Default shall have occurred and be continuing, at the specific written direction (which may be in the form of a standing instructioninstructions) of an Authorized Officer of CE Generation the Company, subject to and pursuant to Section 3.10(c) below or (bii) if an a Trigger Event of Default shall have occurred and be continuing, at the written direction of the Collateral Agent; provided, however, that Agent (i) if an Event of Default shall not have occurred and be continuing and an Authorized Officer of CE Generation shall not have timely furnished such a written direction or (ii) if an Event of Default shall have occurred and be continuing and pursuant to the Collateral Agent shall not have timely furnished such a written direction, the Depositary Bank shall invest such Monies only in Agency and Intercreditor Agreement). (b) All Permitted Investments described in clause (i) of the definition of Permitted Investments with a maturity of thirty (30) days or less. Such investments shall mature in such amounts and have maturity dates, dates or be subject to redemption or capable of being sold or otherwise liquidated at the option of the holder thereof, of such investments on or prior to maturity as needed for the purposes described hereinpurpose of such Accounts, but in no event shall at any time more than 50% of the value of all such investments Permitted Investments mature more than one (1) year after the date acquired. All Permitted Investments shall remain subject to this Agreement and the security interest granted hereunder. (c) The Company is permitted to open accounts other than the Accounts for the purpose of making Permitted Investments, provided, that (i) any such accounts (“Investment Accounts”) together with all cash, securities, entitlements, investment property and investments associated with such Investment Accounts, shall be subject (A) to a control agreement reasonably satisfactory to the Collateral Agent in all respects and legally sufficient for the Collateral Agent to maintain “control” of such accounts and such amounts under Article 8 and 9 of the UCC or (B) to a control agreement, or other similar agreement, document, filing or financing charge statement as may be necessary under Canadian law to maintain the Collateral Agent’s floating charge, lien, security interest or other similar interest in such Investment Account and the Collateral Agent’s perfection in or relative priority related to such Investment Account; (ii) prior to the transfer of any monies from an Account to an Investment Account, the Company shall deliver a direction letter and certificate substantially in the form attached hereto as Exhibit A; and (iii) the Company, at its sole cost and expense, shall execute, file, perform under or deliver any additional documents or agreements as requested by the Collateral Agent and reasonably necessary to continue and maintain the Collateral Agent’s security interest in such accounts and amounts and its perfection related thereto, including without limitation any such documents or filings as may be required under Canadian law, if applicable; provided further, the Company, at its sole cost and expense, upon the transfer of Monies from an Account to an Investment Account shall deliver any legal opinions reasonably requested by the Collateral Agent with regard to the maintenance and continuation of such security interest, lien, floating charge or other similar interest and such priority or perfection. (d) The Company shall deliver or cause any bank at which any Investment Account is held to deliver to the Depositary Bank and the Collateral Agent a monthly statement showing all activity with respect to each Investment Account. (e) The Collateral Agent or the Depositary Bank, as applicable, shall at any time and from time to time liquidate any or all of such investments Permitted Investments prior to the maturity thereof as needed in order to effect the transfers and withdrawals contemplated by this Agreement in accordance with an Officer's ’s Certificate of CE Generationthe Company; provided that, in the absence of timely receipt of such an Officer's Officers’ Certificate, the Depositary Bank or the Collateral Agent, as applicable shall liquidate any or all of such investments as so needed; provided further, that at any time, including without limitation following a Trigger Event, the Collateral Agent shall be permitted to deliver an entitlement order or notice of exclusive control, or other similar notice to any deposit bank or securities intermediary maintaining an Investment Account directing such party to liquidate any such Investment Accounts and transfer any amounts and all amounts in such Investment Accounts, including any and all interest thereon, to the Account from which such amounts were transferred pursuant to the written direction of the Company under Section 3.10(c) for further application in accordance with Section 3.6. In the event any such invest ments investments are redeemed prior to the maturity thereof, neither the Collateral Agent nor the Depositary Bank shall not be liable for any loss losses, penalties or penalty other amounts relating thereto in the absence of its gross negligence or willful misconduct. . (f) Any income or gain realized from such investments Permitted Investments shall be deposited (i) first, into the Debt Service Reserve Account until the Monies on deposit therein or credited thereto, together with the amount available for drawing under any Debt Service Reserve Letter of Credit, are equal to the then current Debt Service Reserve Requirement, and (ii) second, if the Monies on deposit in or credited to the Debt Service Reserve Account, together with the amount available for drawing under any Debt Service Reserve Letter of Credit, equal or exceed the then current Debt Service Reserve Requirement, into the Revenue Account; provided that if no Trigger Event has occurred or is occurring (i) such amounts may be deposited by the Company into the Account from which such amounts were transferred pursuant to the written direction of the Company under Section 3.10(a) or (ii) reinvested in such Permitted Investment. Any loss shall be charged to the applicable Account. The Neither the Collateral Agent nor the Depositary Bank shall not be liable for any loss, fee, tax tax, charge or any other charge amount in connection with any investment, reinvestment or liquidation of an investment hereunder other than by reason of its willful misconduct or gross negligence or willful misconduct. For purposes of any income tax payable on account of any income or gain on any investment in Permitted Investments, such income or gain shall be for the account of CE Generation or the applicable Assignornegligence.

Investment of Monies. Monies on deposit in or credited to any Depositary Account shall be invested and reinvested in Permitted Investments Cash Equivalents (a) if no Event the maturity of Default shall have occurred and be continuingthe Bonds has not been accelerated, at the specific written direction (which may be in the form of a standing instruction) of an Authorized Officer of CE Generation the Issuer to the Depositary Bank and (b) if an Event the maturity of Default shall have occurred and be continuingthe Bonds has been accelerated, at the written direction of the Collateral Agent; provided, however, that (i) if an Event a the maturity of Default shall the Bonds has not have occurred and be continuing been accelerated and an Authorized Officer of CE Generation the Issuer shall not have timely furnished such a written direction or (ii) if a Default or an Event of Default shall have occurred and be continuing and the Collateral Agent shall not have timely furnished such a written direction, the Depositary Bank shall invest such Monies only in Permitted Investments Cash Equivalents described in clause (i) of the definition of Permitted Investments Cash Equivalents with a maturity of thirty (30) days or less. Such investments shall mature in such amounts and have maturity dates, or be subject to redemption or capable of being sold or otherwise liquidated at the option of the holder thereof, on or prior to maturity as needed for the purposes described herein. Upon the acceleration of the maturity of the Bonds, but in no event shall such investments mature more than one (1) year after the date acquired. The Depositary Bank shall shall, if instructed in writing by the Majority Holders of all Bonds of each Series as to which the Event of Default which gave rise to such acceleration applies, at any time and from time to time liquidate any or all of such investments prior to the maturity thereof as needed in order to effect cure the transfers and withdrawals contemplated by this Agreement in accordance with an Officer's Certificate Event of CE Generation; provided that, in the absence of timely receipt of Default which gave rise to such an Officer's Certificate, the Depositary Bank shall liquidate any or all of such investments as so neededacceleration. In the event any such invest ments investments are redeemed prior to the maturity thereof, the Depositary Bank or the Bond Trustee shall not be liable for any loss or penalty relating thereto in the absence of its or the Bond Trustee's gross negligence or willful misconduct. Any income or gain realized from such investments shall be deposited (i) first, into the Debt Service Reserve Account until the Monies on deposit therein or credited thereto, together with the amount available for drawing under any Debt Service Reserve Letter of CreditAcceptable Credit Support, are equal to the then current Debt Service Reserve RequirementRequired Balance, and without any further action on the part of the Issuer, (ii) second, if the Monies on deposit in or credited to the Debt Service Reserve Account, together with the amount available for drawing under any Debt Service Reserve Letter of Credit, equal or exceed the then current Debt Service Reserve Requirement, into the Revenue Account. Any loss shall be charged to the applicable Depositary Account. The Depositary Bank shall not be liable for any loss, fee, tax or other charge other than by reason of its gross negligence or willful misconduct. For purposes of any income tax payable on 65 74 account of any income or gain on any investment in Permitted InvestmentsCash Equivalents, such income or gain shall be for the account of CE Generation the applicable Obligor. The Depositary Bank shall have no obligation to invest and reinvest any cash or other Monies held in a Depositary Account in the absence of timely and specific written investment direction by the Issuer or as otherwise required by this Indenture. In no event shall the Depositary Bank be liable for the selection of investments or for investment losses incurred thereon by reason of investment performance, liquidation prior to stated maturity or otherwise. The Depositary Bank shall have no liability in respect of losses incurred as a result of the liquidation of any investment prior to its stated maturity or the applicable Assignorfailure of any party to provide timely written investment direction except to the extent such losses were due to the gross negligence or bad faith on the part of the Depositary Bank.

Investment of Monies. Monies on deposit (a) Amounts deposited in the Accounts, the LOC Provider Funds, the Qualifying Cost Subaccount, the DSR LOC Provider Funds, the Debt Service Reserve Account, the Tax Exempt Debt Service Reserve Account and each other account or credited to any Account fund created hereunder (unless expressly stated otherwise), at the written request and direction of the Partnership, shall be invested and reinvested by the Disbursement Agent in Permitted Investments (a) if no Event of Default except that monies contained in the Tax Exempt Debt Service Reserve Account or the Qualifying Cost Subaccount shall have occurred be invested only in Investment Obligations). Such investments shall mature in such amounts and be continuing, at the specific written direction (which not later than such times as may be necessary to provide monies when needed to make payments from such monies as provided in this Disbursement Agreement. Net interest or gain received from such investments shall be applied as provided in this Disbursement Agreement. Absent written instructions from the Partnership, the Disbursement Agent shall invest the amounts held in the form of a standing instruction) of an Authorized Officer of CE Generation and (b) if an Event of Default shall have occurred and be continuingAccounts, at the written direction of LOC Provider Funds, the Collateral Agent; providedQualifying Cost Subaccount, howeverthe Debt Service Reserve Account, that (i) if an Event of Default shall not have occurred and be continuing and an Authorized Officer of CE Generation shall not have timely furnished such a written direction or (ii) if an Event of Default shall have occurred and be continuing the Tax Exempt Debt Service Reserve Account and the Collateral Agent shall not have timely furnished such a written directionDSR LOC Provider Funds and each other account or fund created hereunder, the Depositary Bank shall invest such Monies only in Permitted Investments described in clause (i) of the definition of Permitted Investments with a maturity of thirty such definition. (30b) days or less. Such investments So long as an outstanding balance shall mature in such amounts and have maturity dates, or be subject to redemption or capable of being sold or otherwise liquidated at the option of the holder thereof, on or prior to maturity as needed for the purposes described herein, but in no event shall such investments mature more than one (1) year after the date acquired. The Depositary Bank shall at any time and from time to time liquidate any or all of such investments prior to the maturity thereof as needed in order to effect the transfers and withdrawals contemplated by this Agreement in accordance with an Officer's Certificate of CE Generation; provided that, remain in the absence of timely receipt of such an Officer's Certificate, Accounts or the Depositary Bank shall liquidate any LOC Provider Funds or all of such investments as so needed. In the event any such invest ments are redeemed prior to Qualifying Cost Subaccount or the maturity thereof, the Depositary Bank shall not be liable for any loss DSR LOC Provider Funds or penalty relating thereto in the absence of its gross negligence or willful misconduct. Any income or gain realized from such investments shall be deposited (i) first, into the Debt Service Reserve Account until or the Monies on deposit therein or credited thereto, together with the amount available for drawing under any Tax Exempt Debt Service Reserve Letter Account or any other account or fund created hereunder, the Disbursement Agent shall provide the Partnership and the Independent Engineer with monthly statements showing the amount of Creditall receipts, are the net investment income or gain received and collected, all disbursements and the amount then available in each Account and the LOC Provider Funds, the Qualifying Cost Subaccount, the DSR LOC Provider Funds and each other account or fund created hereunder. (c) The Partnership shall (i) calculate or cause to be calculated the Rebate Amount in respect of monies held in the Qualifying Cost Subaccount, the Tax Exempt Debt Service Reserve Account and the Tax Exempt Bond Debt Service Fund (to the extent required) and shall pay to the federal government at such times as required under the Code an amount equal to the then current Rebate Amount in respect of monies held in the Qualifying Cost Subaccount, the Tax Exempt Debt Service Reserve Requirement, Account and the Tax Exempt Debt Service Fund and (ii) secondin respect of the monies held in the Qualifying Cost Subaccount, if the Monies on deposit in or credited to the Tax Exempt Debt Service Reserve AccountAccount and the Tax Exempt Debt Service Fund, together comply with the amount available for drawing under any requirements of the Code relating to the investment restrictions on the proceeds (as defined in the Code) of the Tax Exempt Bonds held in the Qualifying Cost Subaccount, the Tax Exempt Debt Service Reserve Letter of Credit, equal or exceed Account and the then current Tax Exempt Debt Service Reserve Requirement, into the Revenue Account. Any loss shall be charged to the applicable Account. The Depositary Bank shall not be liable for any loss, fee, tax or other charge other than by reason of its gross negligence or willful misconduct. For purposes of any income tax payable on account of any income or gain on any investment in Permitted Investments, such income or gain shall be for the account of CE Generation or the applicable AssignorFund.