Common use of Investment of Security Funds Clause in Contracts

Investment of Security Funds. Any monies paid to or received by the Secured Party as cash collateral or which are required to be paid to the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(d), 3.04(f) and 3.05(d) hereof), but which the Secured Party is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an Event of Default), shall, until paid to the Company or applied as provided herein, be subject to the Lien of this Mortgage and be invested by the Secured Party at the written authorization and direction of the Company (or, if an Event of Default shall have occurred and be continuing, the Secured Party) from time to time at the sole expense and risk of the Company in Permitted Investments. All Permitted Investments held by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible Account. At the time of such payment or application, there shall be remitted to the Company any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an Event of Default shall have occurred and be continuing. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured Party, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Company.

Investment of Security Funds. Any monies paid to or received by the Secured Party as cash collateral Cash Collateral (hereunder or under the Loan Agreement) or which are required to be paid to the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(d), 3.04(f3.05(d) and 3.05(d3.05(e) hereof), but which the Secured Party is entitled to hold under the terms hereof or the terms of the Loan Agreement pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an Event of Default, whether through the application thereof or otherwise), shall, until paid to the Company or applied as provided herein, be subject to the Lien of this Mortgage and be invested by the Secured Party at the written authorization and direction of the Company (or, if a Special Default or an Event of Default shall have occurred and be continuing, the Secured Party) from time to time at the sole expense and risk of the Company in Permitted Investments. All Permitted Investments held by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible Account. At the time of such payment or application, there shall be remitted to the Company any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an Event of Default shall have occurred and be continuing. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured Party, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Company.

Investment of Security Funds. Any monies amounts not payable to Lessee (which amounts shall be paid to or received retained by the Secured Party as cash collateral or which are required to be paid to the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(dLessor), 3.04(f) and 3.05(d) hereof)pursuant to any provision of ARTICLE IX, but which the Secured Party is entitled to hold under the terms hereof pending the occurrence of some event XI or the performance of some act (including, without limitation, the remedying of an Event of Default), shall, until paid to the Company XV or applied as provided herein, be subject to the Lien of this Mortgage and be invested by the Secured Party at the written authorization and direction of the Company (or, if Section solely because an Event of Default shall have occurred and be continuing, shall be held by the Secured PartyLender, on behalf of Lessee, as security for the obligations of Lessee under this Lease and the Participation Agreement. At such time as no Event of Default shall be continuing, such amounts, net of any amounts previously applied to Lessee's obligations hereunder or under the Participation Agreement, shall be paid to Lessee or such sublessee or transferee, as the case may be. Any such amounts which are held by the Lender pending payment to Lessee or such sublessee or transferee, as the case may be, shall until paid to Lessee or such sublessee or transferee, as the case may be, as provided hereunder or, as long as the Loan Agreement is in effect, until applied against Lessee's obligations herein and under the Participation Agreement and distributed as provided in SECTION 3 of the Loan Agreement or (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Lender as directed from time to time in writing by Lessee (PROVIDED, HOWEVER, if an Event of Default has occurred and is continuing such investment will be directed by Lessor in insured certificates of deposit of the Lender and its Affiliates up to $100,000 or United States Treasury Obligations) and at the sole expense and risk of the Company Lessee, in Permitted Investments. All Permitted Investments held investments reasonably approved by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible AccountLender. At the time of such payment or application, there shall be remitted to the Company any Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an Event of Default shall have occurred and be continuing. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured Party, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments ) shall be subject to applied in the Lien of this Mortgage and shall be held as Collateral for as long same manner as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Companyprincipal invested.

Investment of Security Funds. Any monies paid to or received by the Secured Party Security Trustee as cash collateral or which are required to be paid to the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(d), 3.04(f) and 3.05(dSection 3.05(e) hereof), but which the Secured Party Security Trustee is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an a Subordinated Event of Default), shall, until paid to the Company or applied as provided herein, be subject to the Lien of this Mortgage and be invested by the Secured Party Security Trustee at the written authorization and direction of the Company (or, if an a Subordinated Event of Default shall have occurred and be continuing, the Secured PartySecurity Trustee) from time to time at the sole expense and risk of the Company in Permitted Investments. All Permitted Investments held by the Secured Party Security Trustee pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party Security Trustee or (b) held in an Eligible Account. At the time of such payment or application, there shall be remitted to the Company any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an a Subordinated Event of Default shall have occurred and be continuing. The Secured Party Security Trustee shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured PartySecurity Trustee, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Company.

Investment of Security Funds. Any monies amounts otherwise payable to the User Lessee under this User Lease or any other Operative Document but which shall be paid to or received retained by the Secured Party User Lessor pursuant to the terms hereof as cash collateral a result of any User Lease Default or User Lease Event of Default shall be held by the Lender or, if the Lien of the Loan Agreement shall have been discharged pursuant to Section 7.01 thereof, the Trust, as security for the obligations of (i) the User Lessee under this User Lease, (ii) the Lessee under the Lease and (iii) the Sublessee under the Sublease, and the other Operative Documents to which are required any of the foregoing is a party, at such time as there shall not be continuing any such User Lease Default or User Lease Event of Default, such amounts, net of any amounts theretofore applied to the User Lessee’s Obligations, shall be paid to the Company User Lessee. Any such amounts which are held by the Lender or applied for the benefit of User Lessor (as the Company (including, without limitation, amounts payable case may be) pending payment to the Company under Sections 3.04(d), 3.04(f) and 3.05(d) hereof), but which the Secured Party is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an Event of Default), User Lessee shall, until paid to the Company or applied User Lessee as provided hereinherein or until applied against the User Lessee’s Obligations in connection with any exercise of remedies hereunder or under the Lease or the Sublease, be subject to the Lien of this Mortgage and be invested in Permitted Investments by the Secured Party at Lender or the written authorization and direction of Trust (as the Company (or, if an Event of Default shall have occurred and be continuing, the Secured Partycase may be) as directed from time to time in writing by the User Lessee and at the sole expense and risk of the Company in Permitted InvestmentsUser Lessee. All Permitted Investments held by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible Account. At the time of such payment or application, there shall be remitted to the Company any Any gain (including interest received) realized as the result of any such investment Permitted Investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an Event of Default shall have occurred and be continuing. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured Party, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions Taxes and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments Permitted Investment) shall be subject to applied in the Lien of this Mortgage and shall be held as Collateral for as long same manner as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Companyprincipal invested.

Investment of Security Funds. Any monies paid to or received by the Secured Party as cash collateral or which are required to be paid to the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(d), 3.04(f) and 3.05(d) hereof), but which the Secured Party is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an a Subordinated Event of Default), shall, until paid to the Company or applied as provided herein, be subject to the Lien of this Mortgage and be invested by the Secured Party at the written authorization and direction of the Company (or, if an a Subordinated Event of Default shall have occurred and be continuing, the Secured Party) from time to time at the sole expense and risk of the Company in Permitted Investments. All Permitted Investments held by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible Account. At the time of such payment or application, there shall be remitted to the Company any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an a Subordinated Event of Default shall have occurred and be continuing. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured Party, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Company.

Investment of Security Funds. Any monies paid to or received by the Secured Party as cash collateral hereunder or which are required to be paid to the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(d), 3.04(f3.05(d) and 3.05(d3.05(e) hereof), but which the Secured Party is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an a Subordinated Event of Default, whether through the application thereof or otherwise), shall, until paid to the Company or applied as provided herein, be subject to the Lien of this Mortgage and be invested by the Secured Party at the written authorization and direction of the Company (or, if an a Special Default or a Subordinated Event of Default shall have occurred and be continuing, the Secured Party) from time to time at the sole expense and risk of the Company in Permitted Investments. All Permitted Investments held by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible Account. At the time of such payment or application, there shall be remitted to the Company any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, other expenses or losses, if any, incurred in connection with such investment) unless an a Subordinated Event of Default shall have occurred and be continuing. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company will promptly pay to the Secured Party, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Company.

Investment of Security Funds. Any monies amounts not payable to ---------------------------- Lessee or any Permitted Sublessee as the case may be (which amounts shall be paid to or received retained by Lessor (or, so long as the Secured Party as cash collateral or which are required to Indenture shall be paid to in effect, the Company or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(dIndenture Trustee)), 3.04(f(a) and 3.05(d) hereof), but which the Secured Party is entitled pursuant to hold under the terms hereof pending the occurrence any provision of some event Section 10 or the performance of some act (including, without limitation, the remedying of 11 or this Section 24 solely because an Event of Default), shall, until paid Default or a Payment or Bankruptcy Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Section 10 or (b) pursuant to the Company or applied as provided herein, be subject second to the Lien last sentence of this Mortgage and be invested by the Secured Party at the written authorization and direction of the Company (or, if Section 4 solely because an Event of Default shall have occurred and be continuing, shall, in each case, be held by Lessor (or, so long as the Secured PartyIndenture shall be in effect, the Indenture Trustee) as security for the obligations of Lessee under this Lease and the other Operative Documents. At such time as no Event of Default, Payment or Bankruptcy Default or failure to perform shall be continuing, such amounts, net of any amounts previously applied to Lessee's obligations hereunder or under the Participation Agreement, shall be paid to Lessee or such sublessee or transferee, as the case may be. Any such amounts which are held by Lessor (or, so long as the Indenture shall be in effect, the Indenture Trustee) pending payment to Lessee or such sublessee or transferee, as the case may be, shall, until paid to Lessee or such sublessee or transferee, as the case may be, as provided hereunder or, as long as the Indenture is in effect, until applied against Lessee's obligations herein and under the Participation Agreement and distributed as provided in the Indenture or (after the Indenture is no longer in effect) in connection with any exercise of remedies hereunder, be invested by Lessor as directed from time to time in writing by Lessee and at the sole expense and risk of Lessee, in the Company in Permitted Investments. All Permitted Investments held by following securities (which securities shall mature within 30 days of the Secured Party pursuant to this Section 6.01 shall either be date of purchase thereof): (a) registered in direct obligations of the name ofUnited States of America, payable to or (b) obligations fully guaranteed by the order United States of America, or (c) certificates of deposit issued by, or bankers' acceptances of, or specially endorsed totime deposits or a deposit account with, any bank, trust company or national banking association incorporated or doing business under the laws of the United States of America or one of the states thereof (which may include Wilmington Trust Company, the Secured Party Indenture Trustee or any of their respective Affiliates), having a combined capital and surplus of at least $100,000,000 and a rating of "B" or better from Thomson BankWatch or IBCA Ltd., or (bd) held commercial paper issued by companies (which may include Wilmington Trust Company, the Indenture Trustee or any of their respective Affiliates) in an Eligible Account. At the time United States which directly issue their own commercial paper and which are doing business under the laws of the United States of America or one of the states thereof and having a rating assigned to such payment or application, there shall be remitted commercial paper by a nationally recognized statistical rating organization in the United States of America equal to the Company highest rating assigned by such organization, or (e) obligations of the type described in clauses (a) through (d) above, purchased from any bank, trust company or banking association referred to in clause (c) above (which may include the Bank, the Indenture Trustee or any of their respective Affiliates) pursuant to fully collateralized repurchase agreements obligating such bank, trust company or banking association to repurchase any such obligation not later than 90 days after the purchase of any such obligation, or (f) overnight federal funds. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissionstaxes, commissions and other expenses or lossesexpenses, if any, incurred in connection with such investment) unless an Event of Default shall have occurred and be continuingapplied in the same manner as the principal invested. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company Lessee will promptly pay to Lessor (or, so long as the Secured PartyIndenture shall be in effect, the Indenture Trustee), on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, taxes, commissions and other expenses, if any, incurred in connection with such investment). Any amount paid under the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of which it was paid are required to be held as Collateral hereunder and shall be returned to the Company whenever such Permitted Investments are required hereby to be returned to the Company.

Investment of Security Funds. Any monies insurance proceeds and other payments in respect of an Event of Loss (including amounts held by the Lessor pursuant to the second proviso to Section 8(a)(i), paid to or received retained by the Secured Party as cash collateral or Lessor which are required to be paid to the Company Lessee or applied for the benefit of the Company (including, without limitation, amounts payable to the Company under Sections 3.04(d), 3.04(f) and 3.05(d) hereof)Lessee, but which the Secured Party Lessor is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an Event of Default), shall, until paid to the Company Lessee or applied as provided herein, be subject to held by the Lien of this Mortgage Lessor in a segregated account and be invested by the Secured Party at the written authorization and direction of the Company (or, if an Event of Default shall have occurred and be continuing, the Secured Party) Lessor from time to time at the sole direction, risk and expense and risk of the Company Lessee in Permitted Investments. All Permitted Investments held by the Secured Party pursuant to this Section 6.01 shall either be (a) registered in the name of, payable to the order of, or specially endorsed to, the Secured Party or (b) held in an Eligible Account. At the time of such payment or application, there There shall be promptly remitted to the Company Lessee any gain (including interest received) realized as the result of any such investment (net of any fees, commissions, commissions and other expenses or lossesexpenses, if any, incurred in connection with such investment) unless an Event of a Specified Default shall have occurred and be continuing, in which case such gains shall be held or applied in accordance with the preceding sentence. The Secured Party shall not be liable for any loss relating to a Permitted Investment made pursuant to this Section 6.01. The Company Lessee will promptly pay to the Secured PartyLessor, on demand, the amount of any loss (net of any gains, including interest received) realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with such investment). Any amount other monies paid under to or retained by the preceding sentence in respect of a net loss on investments shall be subject to the Lien of this Mortgage and shall be held as Collateral for as long as the Permitted Investments in respect of Lessor which it was paid are required to be held as Collateral hereunder and shall be returned paid to the Company whenever such Permitted Investments are required hereby Lessee or applied for the benefit of the Lessee, but which the Lessor is entitled to be returned hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an Event of Default), may, until paid to the CompanyLessee or applied as provided herein, be held by the Lessor in the manner of its discretion and the Lessor shall have no obligation to hold such monies in a separate account and may commingle such monies with its general or other funds.