Common use of Purchase Fund Clause in Contracts

Purchase Fund. The Tender Agent shall establish and maintain a special fund designated as the “Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two or more subseries of Bonds pursuant to Section 2.02E, the Tender Agent shall establish and maintain a separate subaccount for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments of the Purchase Price of the Bonds of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held in trust and applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then the Tender Agent shall maintain the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it to the Bonds.

Purchase Fund. (a) The Purchase Fund has not been pledged or assigned under this Indenture and is not subject to the lien created by this Indenture. Upon receipt by the Tender Agent shall establish and maintain of the proceeds of a special fund designated as remarketing of Tendered Bonds (other than Bonds remarketed to the “Issuer, the Borrower or an Affiliated Party of the Borrower, which will be placed in a separate trust account in the Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two or more subseries of Bonds pursuant to Section 2.02E), the Tender Agent shall establish and maintain a separate subaccount for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments of the Purchase Price of the Bonds of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held in trust and applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from in a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the segregated escrow account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held maintained by the Tender Agent and designated "Undelivered Bond Account" which funds shall remain uninvested. Neither the Issuer nor the Borrower shall have any rightnot be invested, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then and the Tender Agent shall maintain not be liable to the Issuer or the Borrower for any interest thereon, and any moneys shall be held and applied as provided herein. The Trustee shall deposit moneys received from the Credit Enhancer pursuant to a payment on the Credit Facility in accordance with Section 508(b)(4) or (5) hereof in the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it for application to the Tender Price of the Tendered Bonds. Upon receipt by the Trustee of the proceeds of the placement of Pledged Bonds on a Placement Date, the Trustee shall deposit such moneys in the Purchase Fund for payment to the Credit Enhancer to the extent such Pledged Bonds were purchased out of funds provided by the Credit Facility and not reimbursed to the Credit Enhancer by the Borrower and, thereafter, to the Borrower. Moneys from the remarketing of Tendered Bonds to the Issuer, the Borrower or an Affiliated Party of the Borrower, shall be applied solely to the purchase price of Pledged Bonds.

Purchase Fund. The Purchase Fund shall be held by the Tender Agent shall establish Agent, and maintain upon receipt of the proceeds of a special fund designated as the “Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation remarketing of two or more subseries of Bonds pursuant to Section 2.02EBonds, the Tender Agent shall establish deposit such money in the Remarketing Proceeds Account of the Purchase Fund for application to the Purchase Price of the Bonds. Upon receipt of monies from the Bank by the Trustee upon a draw by the Letter of Credit Custodian on the Letter of Credit to be used to purchase Bonds, and maintain a separate subaccount for each subseries within each transfer of such Account and funds to the Tender Agent, the Tender Agent shall deposit such money in the Letter of Credit Account of the Purchase Fund for application to and draw the Purchase Price of the Bonds. To the extent funds remain in the Purchase Fund after the Tender Agent has paid (or has reserved sufficient amounts for payment to) the respective Owners the Purchase Price for all Bonds then subject to purchase, the Tender Agent shall immediately pay such proceeds to the Bank to the extent of any amount owing to the Bank. On any Optional Tender Date or Mandatory Tender Date, the Tender Agent shall transfer on the applicable subaccount Register ownership of all receipts of the Bonds tendered or required to be tendered to the name of the purchaser thereof, including without limitation, registration of Bank Bonds in respect the name of the Bank or its nominee. From and all payments of after such dates, interest on such Bonds shall be payable solely to such purchaser. Its transferees or the successors thereto. Amounts held by the Tender Agent to pay the Purchase Price of the Bonds of the subseries for which such subaccount is established. The money in the Purchase Fund shall be held uninvested or shall be invested in trust Government Obligations and which in either case may be liquidated at the original principal amount thereof on no more than one Business Day's prior notice. Amounts held to pay the Purchase Price for more than five (5) years shall be applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to under Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then the Tender Agent shall maintain the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it to the Bonds.10.03 hereof

Purchase Fund. The Tender Agent shall establish and maintain a special fund designated as the “Purchase Fund,” and within such fund three separate accounts designated(a) While Initial Bonds, respectivelyDaily Rate Bonds, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two Weekly Rate Bonds or more subseries of Commercial Paper Rate Bonds pursuant to Section 2.02Eare Outstanding, the Tender Agent shall establish a special fund to be designated the “Port of Beaumont Navigation District of Jefferson County, Texas Dock and maintain a separate subaccount Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) Purchase Fund” (the “Purchase Fund”) and for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments account of the Purchase Price Persons described in subsection (c) of this Section until all Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds Outstanding and not yet due have been converted to bear interest at the Bonds of the subseries for which such subaccount is establishedFixed Rate. The money in deposited to the Purchase Fund shall be held in trust and applied solely as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that respective Persons which shall have so delivered such moneys money until the Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds purchased with such moneys shall have been money are delivered to it such Persons. The Bonds delivered for the account of such Person and, thereafter, purchase hereunder shall be held in trust solely for the benefit of the respective Bondholders tendering which have so delivered such Initial Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by , Daily Rate Bonds, Commercial Paper Rate Bonds or on behalf of any Liquidity Facility Provider for Weekly Rate Bonds until money representing the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit Purchase Price of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have has been delivered to or for the account of or to the order of such Liquidity Facility Provider Bondholders and, after such deliverythereafter, in the Tender Agent shall hold such funds exclusively case of Liquidity Bank Bonds, for the benefit of the Bondholders tendering Liquidity Bank until disposed of pursuant to the instructions thereof. The Purchase Fund shall contain the following accounts: the Remarketing Account; the Initial Bonds Standby Bond Purchase Account; and the Liquidity Account, and each subaccount or account within the Purchase Fund shall be segregated from any other funds in the Purchase Fund and the deposits into such subaccounts or accounts and the monies in such subaccounts or accounts shall be used solely as described below. The Trustee shall deposit into the Remarketing Account proceeds of the remarketing of Initial Bonds, Daily Rate Bonds, Commercial Paper Rate Bonds or Weekly Rate Bonds (other than amounts remitted by the Company, Jefferson Holdings or any affiliates pursuant to the Standby Bond Purchase Agreement). Any amounts remitted by the Company, Jefferson Holdings or any affiliate and directed toward the purchase of Outstanding Bonds, other than pursuant to the Standby Bond Purchase Agreement, shall be considered remarketing proceeds and shall be deposited into the Remarketing Account. The Trustee shall deposit into the Liquidity Account the proceeds of draws made on a Liquidity Facility to pay the Purchase Price of Daily Rate Bonds, Weekly Rate Bonds and Commercial Paper Bonds. The Tender Agent Trustee shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Initial Bonds Standby Bond Purchase Account and shall hold all such moneys in trust for amounts received from the exclusive benefit of Company, Jefferson Holdings or any affiliate or otherwise deposited with the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then the Tender Agent shall maintain the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it Trustee pursuant to the BondsStandby Bond Purchase Agreement.

Purchase Fund. At the expiration of three (3) business days (the "Disbursement Period") following receipt by the Escrow Agent of a written notice (a "Disbursement Notice") from Stockholders, a copy of which Stockholders shall simultaneously provide to Purchasers and which shall bear on its face evidence that a copy of such written notice has been sent to Purchasers, advising Escrow Agent (i) that the Closing Date of the First Stock Purchase has occurred, and (ii) that upon such Closing Date, Stockholders caused to be delivered to Purchasers stock certificates evidencing 433,070 shares of E Com Stock to be acquired by Purchasers under the Option Agreement at the Closing Date of the First Stock Purchase, which certificates are registered in the name of Stephen Nussdorf or his designee, and bear a legend substantially as xxxxxxx: The Tender shares of stock represented by this Certificate have been acquired, for investment only, directly or indirectly from the issuer or an affiliate of the issuer without being registered under the Securities Act of 1933, as amended ("Act"), or the securities laws of any state or other jurisdiction, and are restricted securities as that term is defined under Rule 144 promulgated under the Act. These shares may not be sold, transferred, pledged, hypothecated or otherwise disposed of (a "Transfer") unless they are registered under such Act and the securities laws of any applicable states and other jurisdictions or unless such Transfer is exempt from such registration", the Escrow Agent shall establish and maintain a special fund designated as pay to Stockholders the “Purchase Fund,” and within such fund three separate accounts designated, respectively, as the “Liquidity Facility Deposit Account,” the “Remarketing Proceeds Account” and the “Borrower Purchase Account.” Upon the designation of two or more subseries of Bonds pursuant to Section 2.02E, the Tender Agent shall establish and maintain a separate subaccount for each subseries within each such Account and shall deposit to and draw on the applicable subaccount all receipts in respect of and all payments amount of the Purchase Price Fund in cash or other certifiable funds. Such payment by the Escrow Agent may be made prior to the expiration of the Bonds Disbursement Period in the event that a joint instruction to such effect is made to Escrow Agent in a writing signed by both Stockholders and Purchasers. In the event that a Disbursement Notice is sent to the Escrow Agent, and Purchasers dispute under the terms of the subseries for which Option Agreement the validity of such subaccount is established. The money in notice or the amount or portion of the Purchase Fund that Stockholders have requested the Escrow Agent to disburse, Purchasers shall, prior to the expiration of the Disbursement Period, assert a claim (the "Escrow Claim") by delivering a written notice (the "Escrow Claim Notice") to the Escrow Agent with a copy to Stockholders, stating the basis for the claim and the dollar amount thereof. If any Stockholder receiving an Escrow Claim Notice disputes such Escrow Claim, it may respond to such Escrow Claim Notice by delivering a response thereto (the "Dispute Notice") to the Escrow Agent (with a copy to Purchasers) within five (5) days from the date such Stockholder received the Escrow Claim Notice (the "Response Period"). At the expiration of the Disbursement Period, the Escrow Agent shall be held deliver to Stockholders in trust cash or immediately available funds, that portion of the Purchase Fund that is not the subject of an Escrow Claim. If none of the Stockholders responds to an Escrow Claim Notice with a Dispute Notice within the Response Period, the Escrow Agent, within five (5) business days following the expiration of the Response Period, shall pay to Purchasers the amount of such Escrow Claim in cash or immediately available funds from the Escrow Fund. If Stockholders and applied solely Purchasers shall not reach agreement as to any disputed amount of an Escrow Claim, any of the parties hereto may submit to binding arbitration in accordance with Section 7 below for a determination of the parties' respective rights or obligations with respect to such disputed amount. Thereafter, the Escrow Agent shall only disburse any or all of the Escrow Fund as directed in writing upon the occurrence of one of the following events: (i) the Escrow Agent shall have been directed in accordance with joint instructions of Stockholders and Purchasers; or (ii) the Escrow Agent shall have received a certified copy of the decision of the arbitrator(s) in accordance with Section 7 hereof with respect to the Escrow Claim or Escrow Claims set forth in the Escrow Claim Notice, in which case the Escrow Agent shall pay, in cash or other certifiable funds, the party or parties in accordance with such decision. The Escrow Agent shall not dispose of the Escrow Fund other than as provided in this Section. The Tender Agent shall deposit all moneys delivered to it hereunder for the purchase of Bonds into the Remarketing Proceeds Account and shall hold all such moneys in trust for the exclusive benefit of the Person that shall have so delivered such moneys until the Bonds purchased with such moneys shall have been delivered to it for the account of such Person and, thereafter, for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of any Liquidity Facility Provider for the purchase of Bonds into the Liquidity Facility Deposit Account and shall hold all such moneys in trust for the exclusive benefit of such Liquidity Facility Provider until the Bonds purchased with such moneys shall have been delivered to or for the account of such Liquidity Facility Provider and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. The Tender Agent shall deposit all moneys delivered to it hereunder from a payment by or on behalf of the Borrower for the purchase of Bonds into the Borrower Purchase Account and shall hold all such moneys in trust for the exclusive benefit of the Borrower until the Bonds purchased with such moneys shall have been delivered to or for the account of the Borrower and, after such delivery, the Tender Agent shall hold such funds exclusively for the benefit of the Bondholders tendering such Bonds. Moneys in the Liquidity Facility Deposit Account, the Remarketing Proceeds Account and the Borrower Purchase Account shall not be commingled with other funds held by the Tender Agent and shall remain uninvested. Neither the Issuer nor the Borrower shall have any right, title or interest in or to any moneys held in the Purchase Fund. Whenever the Tender Agent is not a federal depository institution or state-chartered depository institution subject to regulations regarding fiduciary funds similar to Section 9.10(b), Title 1, U.S. Code of Federal Regulations, then the Tender Agent shall maintain the Purchase Fund at such a depository institution subject to such regulations, or at a depository institution the short-term obligations of which are rated by each Rating Agency no lower than the short-term rating assigned by it to the BondsEscrow Agreement.