Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest the Escrow Fund in (i) certificates of deposit issued, or a money market account maintained, by federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities (the parties acknowledge that Escrow Agent meets this qualification), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iv) a money market fund, or (v) such other interest-bearing investments as jointly approved in writing by the Purchaser and the Shareholder. Unless instructed otherwise in writing by the Purchaser and the Shareholder, the Escrow Agent shall invest all funds held pursuant to this Agreement in accordance with the Investment Selection Instructions set forth as Exhibit A hereto. (a) The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Agreement. On or before the execution and delivery of this Agreement, each of the parties hereto shall provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon. Each of the foregoing investments shall be made in the name of the Escrow Agent. Notwithstanding anything to the contrary contained herein, the Escrow Agent shall, without notice to the Purchaser or the Shareholder, sell or liquidate any of the foregoing investments derived from the Escrow Fund at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. The Escrow Agent shall in no event be liable in connection with its investment or reinvestment of the Escrow Fund held by it hereunder in good faith, in accordance with the terms hereof, including, but not limited to, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Fund, or any loss of interest incident to such delays.
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Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest the Escrow Fund in (i) certificates of deposit issued, or a money market account maintained, by federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities (the parties acknowledge that Escrow Agent meets this qualification), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iv) a money market fund, or (v) such other interest-bearing investments as jointly approved in writing by the Purchaser and the Shareholder. Unless instructed otherwise in writing by the Purchaser and the Shareholder, the Escrow Agent shall invest all funds held pursuant to this Agreement in accordance with the Investment Selection Instructions set forth as Exhibit A hereto.
(a) The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Agreement. On or before the execution Authority and delivery of this Agreement, each of the parties hereto shall provide to the Escrow Agent a completed Form W-9 or Form W-8Bank each shall take all remaining action, whichever is appropriate. Notwithstanding anything if any, necessary to have the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon. Each of the foregoing investments shall be made Investment Securities issued and registered in the name of the Escrow AgentBank for the account of the Escrow Fund. Notwithstanding anything to the contrary contained hereinExcept as otherwise provided in this Section, the Escrow Agent shall, without notice to the Purchaser or the Shareholder, sell or liquidate any of the foregoing investments derived from the Escrow Fund at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent Bank shall not be liable or responsible for reinvest any loss, cost or penalty resulting from any such sale or liquidation. The Escrow Agent shall in no event be liable in connection with its investment or reinvestment cash portion of the Escrow Fund and shall hold such cash portion uninvested.
(b) Upon the written direction of the Authority, but subject to the conditions and limitations herein set forth, the Escrow Bank shall sell, transfer, request the redemption or otherwise dispose of some or all of the Investment Securities in the Escrow Fund and purchase with the proceeds derived from such sale, transfer, redemption or other disposition noncallable, non- prepayable obligations constituting direct obligations issued by the United States Treasury (including obligations which are held in book-entry form on the books of the Department of the Treasury) or obligations which are unconditionally guaranteed as to full and timely payment by it hereunder the United States of America (the “Substitute Investment Securities”). Such sale, transfer, redemption or other disposition of Investment Securities and purchase of Substitute Investment Securities shall be effected by the Escrow Bank upon the written direction of the Authority but only by a simultaneous transaction and only if (i) a nationally recognized firm of independent certified public accountants shall certify that (a) the Substitute Investment Securities, together with the Investment Securities which will continue to be held in good faiththe Escrow Fund, will mature in such principal amounts and earn interest in such amounts and, in accordance each case, at such times so that sufficient moneys will be available from maturing principal and interest on such Investment Securities and Substitute Investment Securities held in the Escrow Fund, together with any uninvested moneys therein, to make all payments required by Section 3 hereof which have not previously been made, and (b) the terms hereofamounts and dates of the anticipated payments by the Escrow Bank of the principal and interest on the Prior Bonds will not be diminished or postponed thereby, includingand (ii) the Escrow Bank shall receive an unqualified opinion of nationally recognized municipal bond attorneys to the effect that the proposed sale, transfer, redemption or other disposition and substitution of Investment Securities will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2019A Bonds and the Prior Bonds.
(c) Upon the written direction of the Authority, but not limited tosubject to the conditions and limitations herein set forth, the Escrow Bank will apply any liability for moneys received from the maturing principal of or interest or other investment income on any delays (not resulting from its gross negligence or willful misconduct) Investment Securities and Substitute Investment Securities held in the investment or reinvestment of the Escrow Fund, or the proceeds from any loss sale, transfer, redemption or other disposition of interest incident Investment Securities pursuant to Section 2(b) not required for the purposes of said Section, as follows: to the extent such delaysmoneys will not be required at any time for the purpose of making a payment required by Section 3 hereof, as certified by a nationally recognized firm of independent certified public accountants, such moneys shall be transferred to the Authority free and clear of any trust, lien, pledge or assignment securing the Prior Bonds or otherwise existing hereunder or under the Prior Indenture.
Appears in 1 contract
Samples: Escrow Agreement
Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest the Escrow Fund in (i) certificates of deposit issued, or a money market account maintained, by federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities (the parties acknowledge that Escrow Agent meets this qualification), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iv) a money market fund, or (v) such other interest-bearing investments as jointly approved in writing by the Purchaser and the Shareholder. Unless instructed otherwise in writing by the Purchaser and the Shareholder, the Escrow Agent shall invest all funds held pursuant to this Agreement in accordance with the Investment Selection Instructions set forth as Exhibit A hereto.
(a) The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Agreement. On or before the execution District and delivery of this Agreement, each of the parties hereto shall provide to the Escrow Agent a completed Form W-9 or Form W-8Bank each shall take all remaining action, whichever is appropriate. Notwithstanding anything if any, necessary to have the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon. Each of the foregoing investments shall be made Investment Securities issued and registered in the name of the Escrow AgentBank for the account of the Escrow Fund. Notwithstanding anything to the contrary contained hereinExcept as otherwise provided in this Section, the Escrow Agent shall, without notice to the Purchaser or the Shareholder, sell or liquidate any of the foregoing investments derived from the Escrow Fund at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent Bank shall not be liable or responsible for reinvest any loss, cost or penalty resulting from any such sale or liquidation. The Escrow Agent shall in no event be liable in connection with its investment or reinvestment cash portion of the Escrow Fund and shall hold such cash portion uninvested.
(b) Upon the written direction of the District, but subject to the conditions and limitations herein set forth, the Escrow Bank shall sell, transfer, request the redemption or otherwise dispose of some or all of the Investment Securities in the Escrow Fund and purchase with the proceeds derived from such sale, transfer, redemption or other disposition noncallable and non- prepayable obligations constituting direct obligations issued by the United States Treasury or obligations which are unconditionally guaranteed as to full and timely payment by the United States of America (the “Substitute Investment Securities”). Such sale, transfer, redemption or other disposition of Investment Securities and purchase of Substitute Investment Securities shall be effected by the Escrow Bank upon the written direction of the District but only by a simultaneous transaction and only if (i) a nationally recognized firm of independent certified public accountants shall certify that (a) the Substitute Investment Securities, together with the Investment Securities which will continue to be held by it hereunder in good faiththe Escrow Fund, will mature in such principal amounts and earn interest in such amounts and, in accordance each case, at such times so that sufficient moneys will be available from maturing principal and interest on such Investment Securities and Substitute Investment Securities held in the Escrow Fund, together with any uninvested moneys therein, to make all payments required by Section 3 hereof which have not previously been made, and (b) the terms hereofamounts and dates of the anticipated payments by the Escrow Bank of the principal and interest on the Refunded Bonds will not be diminished or postponed thereby, includingand
(ii) the Escrow Bank shall receive an unqualified opinion of nationally recognized municipal bond attorneys to the effect that the proposed sale, transfer, redemption or other disposition and substitution of Investment Securities will not adversely affect the exclusion of interest on the Certificates or the Refunded Bonds from gross income for federal income tax purposes.
(c) Upon the written direction of the District, but not limited tosubject to the conditions and limitations herein set forth, the Escrow Bank will apply any liability for moneys received from the maturing principal of or interest or other investment income on any delays (not resulting from its gross negligence or willful misconduct) Investment Securities and Substitute Investment Securities held in the investment or reinvestment of the Escrow Fund, or the proceeds from any loss sale, transfer, redemption or other disposition of interest incident Investment Securities pursuant to Section 2(b) not required for the purposes of said Section, as follows: to the extent such delaysmoneys will not be required at any time for the purpose of making a payment required by Section 3 hereof, as certified by a nationally recognized firm of independent certified public accountants, such moneys shall be transferred to the District upon the written direction of the District as received by the Escrow Bank, free and clear of any trust, lien, pledge or assignment securing the Refunded Bonds or otherwise existing hereunder or under the Indenture. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the District periodic cash transaction statements which shall include detail for all investment transactions made by the Escrow Bank hereunder.
Appears in 1 contract
Samples: Escrow Agreement
Investment of the Escrow Fund. The Escrow Agent shall invest and reinvest the Escrow Fund in (i) certificates of deposit issued, or a money market account maintained, by federally chartered banks or trust companies, the assets of which are at least $100,000,000 in excess of their liabilities (the parties acknowledge that Escrow Agent meets this qualification), (ii) commercial paper rated in the highest grade by a nationally recognized credit rating agency, (iii) United States Treasury Bills (or an investment portfolio or fund investing only in United States Treasury Bills), (iv) a money market fund, or (v) such other interest-bearing investments as jointly approved in writing by the Purchaser and the Shareholder. Unless instructed otherwise in writing by the Purchaser and the Shareholder, the Escrow Agent shall invest all funds held pursuant to this Agreement in accordance with the Investment Selection Instructions set forth as Exhibit A hereto.
(a) The Escrow Agent shall have no liability for any loss resulting from investments made in accordance with the provisions of this Agreement. On or before the execution District and delivery of this Agreement, each of the parties hereto shall provide to the Escrow Agent a completed Form W-9 or Form W-8Bank each shall take all remaining action, whichever is appropriate. Notwithstanding anything if any, necessary to have the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement or any income earned thereon. Each of the foregoing investments shall be made Investment Securities issued and registered in the name of the Escrow AgentBank for the account of the Escrow Fund. Notwithstanding anything to the contrary contained hereinExcept as otherwise provided in this Section, the Escrow Agent shall, without notice to the Purchaser or the Shareholder, sell or liquidate any of the foregoing investments derived from the Escrow Fund at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent Bank shall not be liable or responsible for reinvest any loss, cost or penalty resulting from any such sale or liquidation. The Escrow Agent shall in no event be liable in connection with its investment or reinvestment cash portion of the Escrow Fund and shall hold such cash portion uninvested.
(b) Upon the written direction of the District, but subject to the conditions and limitations herein set forth, the Escrow Bank shall sell, transfer, request the redemption or otherwise dispose of some or all of the Investment Securities in the Escrow Fund and purchase with the proceeds derived from such sale, transfer, redemption or other disposition noncallable and non- prepayable obligations constituting direct obligations issued by the United States Treasury or obligations which are unconditionally guaranteed as to full and timely payment by the United States of America (the “Substitute Investment Securities”). Such sale, transfer, redemption or other disposition of Investment Securities and purchase of Substitute Investment Securities shall be effected by the Escrow Bank upon the written direction of the District but only by a simultaneous transaction and only if (i) a nationally recognized firm of independent certified public accountants shall certify that (a) the Substitute Investment Securities, together with the Investment Securities which will continue to be held by it hereunder in good faiththe Escrow Fund, will mature in such principal amounts and earn interest in such amounts and, in accordance each case, at such times so that sufficient moneys will be available from maturing principal and interest on such Investment Securities and Substitute Investment Securities held in the Escrow Fund, together with any uninvested moneys therein, to make all payments required by Section 3 hereof which have not previously been made, and (b) the terms hereofamounts and dates of the anticipated payments by the Escrow Bank of the principal and interest on the Refunded Bonds will not be diminished or postponed thereby, includingand (ii) the Escrow Bank shall receive an unqualified opinion of nationally recognized municipal bond attorneys to the effect that the proposed sale, transfer, redemption or other disposition and substitution of Investment Securities will not adversely affect the exclusion of interest on the Refunding Bonds or the Refunded Bonds from gross income for federal income tax purposes.
(c) Upon the written direction of the District, but not limited tosubject to the conditions and limitations herein set forth, the Escrow Bank will apply any liability for moneys received from the maturing principal of or interest or other investment income on any delays (not resulting from its gross negligence or willful misconduct) Investment Securities and Substitute Investment Securities held in the investment or reinvestment of the Escrow Fund, or the proceeds from any loss sale, transfer, redemption or other disposition of interest incident Investment Securities pursuant to Section 2(b) not required for the purposes of said Section, as follows: to the extent such delaysmoneys will not be required at any time for the purpose of making a payment required by Section 3 hereof, as certified by a nationally recognized firm of independent certified public accountants, such moneys shall be transferred to the District upon the written direction of the District as received by the Escrow Bank, free and clear of any trust, lien, pledge or assignment securing the Refunded Bonds or otherwise existing hereunder or under the District Resolution. The District acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the District the right to receive brokerage confirmations of security transactions as they occur, the District specifically waives receipt of such confirmations to the extent permitted by law. The Escrow Bank will furnish the District periodic cash transaction statements which shall include detail for all investment transactions made by the Escrow Bank hereunder.
Appears in 1 contract
Samples: Escrow Agreement
Investment of the Escrow Fund. The As instructed in writing by Buyer, the Escrow Agent shall will invest and reinvest any portion of the Escrow Fund which is money in one or more of (ias specified by Buyer):
(a) securities issued by governmental agencies backed by the full faith and credit of the United States government, (b) deposits with, certificates of deposit issued, or a money market account maintained, issued by federally chartered and securities repurchase contracts ("repos") with commercial banks or trust companies, the assets of which are at least $100,000,000 primary financial institutions with capital in excess of their liabilities $500 million, the unsecured long-term debt of which is rated A-1 or better (the parties acknowledge that including those issued by Escrow Agent meets this qualificationAgent), ; (iic) commercial paper rated in of the highest grade quality by a nationally recognized credit rating agencyMoodx'x Xxxestors Services, Inc. or Standard & Poor's Corporation, or (iiid) United States Treasury Bills shares of money market mutual or similar funds which invest exclusively in assets satisfying the requirements of clauses (or an investment portfolio or fund investing only in United States Treasury Billsa), (ivb) a money market fund, or (vc) hereof (each, a "Permitted Investment"). Absent its timely receipt of such other interest-bearing investments as jointly approved in writing by the Purchaser and the Shareholder. Unless instructed otherwise in writing by the Purchaser and the Shareholderspecific written investment instruction from Buyer, the Escrow Agent shall have no obligation or duty to invest all funds held pursuant to this Agreement in accordance with (or otherwise pay interest on) the Investment Selection Instructions set forth as Exhibit A hereto.
(a) Escrow Fund. All Escrow Income received from the investment of the Escrow Fund shall be credited to, and shall become a part of, the Escrow Fund. The Escrow Agent shall have no liability for any investment losses, including any losses on any investment required to be liquidated prior to maturity in order to make a payment required hereunder. Any loss resulting incurred from investments an investment made in accordance with the provisions of this Agreement. On or before the execution and delivery of this Agreement, each of the parties hereto shall provide to the Escrow Agent a completed Form W-9 or Form W-8, whichever is appropriate. Notwithstanding anything to the contrary herein provided, the Escrow Agent shall have no duty to prepare or file any Federal or state tax report or return with respect to any funds held pursuant to this Agreement Section 4 will be borne by the party that ultimately receives the Escrow Fund. For tax reporting purposes, all interest or any other income earned thereon. Each of the foregoing investments shall be made in the name of the Escrow Agent. Notwithstanding anything to the contrary contained herein, the Escrow Agent shall, without notice to the Purchaser or the Shareholder, sell or liquidate any of the foregoing investments derived from the Escrow Fund at any time if the proceeds thereof are required for any release of funds permitted or required hereunder, and the Escrow Agent shall not be liable or responsible for any loss, cost or penalty resulting from any such sale or liquidation. The Escrow Agent shall in no event be liable in connection with its investment or reinvestment of the Escrow Fund held in any tax year shall (i) to the extent such interest or other income is distributed by it hereunder in good faith, in accordance with the Escrow Agent to any person or entity pursuant to the terms hereofof this Agreement during such tax year, including, but not limited to, any liability for any delays (not resulting from its gross negligence or willful misconduct) in the investment or reinvestment of the Escrow Fund, or any loss of interest incident be allocated to such delaysperson or entity, and (ii) otherwise shall be allocated to Buyer.
Appears in 1 contract
