Common use of Reinvestments Clause in Contracts

Reinvestments. During the Availability Period, the Borrower may withdraw from the Collection Account any Principal Collections and apply such Principal Collections to (A) prepay the Total Outstandings in accordance with Section 2.03 or (B) acquire additional Collateral Assets (each such reinvestment of Principal Collections, a “Reinvestment”), subject to the following conditions: (a) the Borrower shall have given written notice to the Collateral Administrator, the Administrative Agent and each Lender of the proposed Reinvestment at or prior to 12:00 p.m., New York City time, on the Business Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit H and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment, the related Obligor Information and the Collateral Asset Schedule setting forth the information required therein with respect to the Collateral Assets to be acquired by the Borrower on the Reinvestment Date (if applicable); (b) each condition precedent set forth in Section 4.02 shall be satisfied; (c) upon the written request of the Borrower (or the Servicer on the Borrower’s behalf) delivered to the Collateral Administrator no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Administrator shall have provided to the Administrative Agent by facsimile or e-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (d) any Reinvestment Request given by the Borrower pursuant to this Section 2.14, shall be irrevocable and binding on the Borrower; provided that the Borrower may rescind any such Reinvestment Request at any time prior to the Reinvestment if such Reinvestment was to settle the purchase of any Collateral Asset, which settlement will not be consummated or will otherwise be delayed. Subject to the Collateral Administrator’s receipt of the Reinvestment Request, the Collateral Administrator will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit in the Principal Collection Account. Delivery of the Reinvestment Request to the Collateral Administrator will be deemed certification to the Collateral Administrator that the conditions set forth in this Section 2.14 and Section 4.02 have been met.

Reinvestments. During A. The Escrow Bank may reinvest the Availability Periodcash balances listed in Exhibit 1 hereof, if any, in state and local government series securities (“SLGS”) purchased by the Escrow Bank for the City directly from the United States Government. All of the SLGS in which such reinvestments are made shall bear interest at the rate of 0% per annum. B. In addition to or, as the case may be, in lieu of the reinvestments required by subsection A of this section, the Borrower may withdraw from Escrow Bank may, and at the Collection Account written direction of the City shall, reinvest in Federal Securities any Principal Collections moneys (except the initial cash) received in payment of the principal of and apply such Principal Collections to (A) prepay interest on any Federal Securities accounted for in the Total Outstandings in accordance with Section 2.03 or (B) acquire additional Collateral Assets (each such reinvestment of Principal Collections, a “Reinvestment”)Escrow Account, subject to the limitations of Sections 1 and 4 hereof and of the following conditionsadditional limitations: (a1) the Borrower Any such Federal Securities shall have given written notice not be subject to the Collateral Administrator, the Administrative Agent and each Lender of the proposed Reinvestment at or redemption prior to 12:00 p.m., New York City time, on their respective maturities at the Business Day prior to the proposed date option of such Reinvestment (the “Reinvestment Date”). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit H and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment, the related Obligor Information and the Collateral Asset Schedule setting forth the information required therein with respect to the Collateral Assets to be acquired by the Borrower on the Reinvestment Date (if applicable); (b) each condition precedent set forth in Section 4.02 shall be satisfied; (c) upon the written request of the Borrower (or the Servicer on the Borrower’s behalf) delivered to the Collateral Administrator no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Administrator shall have provided to the Administrative Agent by facsimile or e-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Accounttheir issuer; and (d2) Any such Federal Securities shall mature on or prior to the date or dates when the proceeds thereof must be available for the prompt payment of the Refunded Certificate Requirements, as the same become due. C. Under no circumstances shall any Reinvestment Request given reinvestment be made under this Section 5 if such reinvestment, alone or in combination with any other investment or reinvestment, violates the applicable provisions of Section 148 of the Tax Code, and the rules and regulations thereunder. D. The Escrow Bank shall make no such reinvestment under this Section unless the City first obtains and furnishes to the Escrow Bank a written opinion of the City’s bond counsel to the effect that such reinvestment, as described in the opinion, complies with paragraph (C) of this Section 5 (provided, however, no such opinion shall be required by the Borrower pursuant to Escrow Bank in connection with making any reinvestment required by subsection A of this Section 2.145), and a report of a certified public accountant evidencing that funds and assets in the Escrow Account, after such reinvestment, shall be irrevocable sufficient to pay the Refunded Certificate Requirements as they become due and binding on payable (provided, however, no such opinion shall be required by the Borrower; provided that the Borrower may rescind Escrow Bank in connection with making any such Reinvestment Request reinvestment required by subsection A of this Section 5). E. The Escrow Bank shall have no obligations by virtue of this Escrow Agreement, general trust law, or otherwise to make any investment or reinvestment of any moneys in escrow at any time prior to the Reinvestment if such Reinvestment was to settle the purchase of any Collateral Asset, which settlement will not be consummated or will otherwise be delayed. Subject to the Collateral Administrator’s receipt of the Reinvestment Request, the Collateral Administrator will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit in the Principal Collection Account. Delivery of the Reinvestment Request to the Collateral Administrator will be deemed certification to the Collateral Administrator that the conditions set forth except as provided in this Section 2.14 and Section 4.02 have been met5.

Reinvestments. During the Availability Period(a) Subject to Section 37, the Borrower may withdraw from the Collection Account any Principal Collections and apply such Principal Collections to (A) prepay the Total Outstandings in accordance with Section 2.03 or (B) acquire additional Collateral Assets (each such reinvestment of Principal Collections, a “Reinvestment”)Reinvesting Noteholder hereby confirms that, subject to the following conditions: (a) the Borrower shall have given written notice receipt of its Escrow Amount, it will make available, and commit to provide to the Collateral Administrator, the Administrative Agent and each Lender of the proposed Reinvestment at or prior to 12:00 p.m., New York City timeCompany, on the Business Day prior to the proposed date terms of such Reinvestment (the “Reinvestment Date”). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit H and shall include (among other thingsSub-Section 7(d) the proposed Reinvestment Date, the amount of such proposed Reinvestment, the related Obligor Information and the Collateral Asset Schedule setting forth the information required therein with respect to the Collateral Assets to be acquired by the Borrower on the Reinvestment Date (if applicable);Amount. (b) each condition precedent set forth in Section 4.02 The Company shall be satisfied;offer the ability to make a Reinvestment only to such Consenting Noteholders that are Qualified Investors and that hold HY2 Notes and which within seven Business Days of (but not including) the date hereof, execute this Agreement, and have specified their Reinvestment Amount. (c) upon the written request It shall be a condition of the Borrower (or the Servicer on the Borrower’s behalf) delivered Exchange, Akkoord and/or US Case, that each HY2 Noteholder will receive its Escrow Amount provided that upon receipt of its Escrow Amount each Reinvesting Noteholder shall, and hereby commits to, promptly deliver and transfer its Reinvestment Amount to the Collateral Administrator Reinvestment Escrow Account provided that if no later than 11:00 a.m. New York City time on Reinvestment Escrow Account is in existence at the applicable Reinvestment Datedate a Reinvesting Noteholder receives its Escrow Amount, the Collateral Administrator then that Reinvesting Noteholder shall have provided no such obligation to deliver and transfer to the Administrative Agent by facsimile or eReinvestment Escrow Account without limiting however in any way the Reinvesting Noteholder's obligations under sub-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; andSection 7(a). (d) Upon consummation of the Restructuring (other than in respect of the Reinvestments and the Capital Infusion), and subject to Section 37, the property in the Reinvestment Escrow Account, or in the event no such account exists then each Reinvesting Noteholder's Reinvestment Amount, will be delivered to the Company, in return for and in consideration of, the relevant Reinvesting Noteholders receiving the appropriate proportionate amount of Units as is set forth in the Term Sheet. (e) If the Restructuring is not consummated by October 7, 2002, the property in the Reinvestment Escrow Account will promptly be returned and released to the respective Reinvesting Noteholders, and the Reinvesting Noteholders shall have no obligations therefrom to make any Reinvestment Request given by the Borrower pursuant to Reinvestments under this Section 2.14, shall be irrevocable and binding on 7. (f) In the Borrower; provided event that the Borrower may rescind any such Reinvestment Request at any time prior to the Reinvestment if such Reinvestment was to settle the purchase of any Collateral Asset, which settlement will not be consummated or will otherwise be delayed. Subject to the Collateral Administrator’s receipt transfer and delivery of the Reinvestment Request, the Collateral Administrator will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit property in the Principal Collection Account. Delivery of Reinvestment Escrow Account under Section 7(d), a Reinvesting Noteholder validly terminates its obligations under this Agreement pursuant to Section 12, that Reinvesting Noteholders' property in the Reinvestment Request Escrow Account will promptly be returned to the Collateral Administrator will be deemed certification to the Collateral Administrator that the conditions set forth in this Section 2.14 and Section 4.02 have been metsuch Reinvesting Noteholder.

Reinvestments. During (a) The Escrow Bank may reinvest the Availability Periodcash balances listed in Exhibit 5 hereof, if any, in state and local government series securities (“slgs”) purchased by the Escrow Bank for the Board directly from the United States Government. All of the slgs in which such reinvestments are made shall bear interest at the rate of 0% per annum. The Escrow Bank agrees to comply with Part 344 of Title 31, Code of Federal Regulations and with such other regulations of the United States Treasury, Bureau of Public Debt as are from time to time in effect in subscribing for and purchasing such slgs, including without limitation requirements with respect to submitting subscriptions to a Federal Reserve Bank or Branch in advance of the date of purchase of the slgs. (b) In addition to or, as the case may be, in lieu of the reinvestments required by Paragraph (a) of this Section, the Borrower Escrow Bank may withdraw from reinvest in Federal Securities any moneys received in payment of the Collection Account principal of and interest on the Federal Securities set forth in Exhibit 2 hereof, or any Principal Collections and apply such Principal Collections to (A) prepay other Federal Securities accounted for in the Total Outstandings in accordance with Section 2.03 or (B) acquire additional Collateral Assets (each such reinvestment of Principal Collections, a “Reinvestment”)respective Escrow Accounts, subject to the following conditions: (a) the Borrower shall have given written notice to the Collateral Administratorlimitations of Sections 1, the Administrative Agent 4 and each Lender of the proposed Reinvestment at or prior to 12:00 p.m., New York City time, on the Business Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit H 6 hereof and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment, the related Obligor Information and the Collateral Asset Schedule setting forth the information required therein with respect to the Collateral Assets to be acquired by the Borrower on the Reinvestment Date (if applicable); (b) each condition precedent set forth in Section 4.02 shall be satisfied;this Section. (c) upon Any such Federal Securities shall not be subject to redemption prior to their respective maturities at the written request option and call of the Borrower (or the Servicer on the Borrower’s behalf) delivered to the Collateral Administrator no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Administrator shall have provided to the Administrative Agent by facsimile or e-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; andissuer of them. (d) any Reinvestment Request given by Any such Federal Securities shall mature on or prior to the Borrower pursuant to this Section 2.14date or dates when the proceeds thereof must be available for the prompt payment of the respective Defeased Bonds Payments of the Defeased Bonds, as the same become due, so that such payments can be so made. (e) The Escrow Bank, however, shall be irrevocable and binding on the Borrower; provided that the Borrower may rescind have no obligations by virtue of this Agreement, general trust law, or otherwise, to make any such Reinvestment Request investment or reinvestment of any moneys in escrow at any time prior except as provided in Section 1 hereof, Paragraph (a) of this Section and as hereinafter provided in this Section. (f) Under no circumstances shall any reinvestment be made hereunder if such reinvestment, alone or in combination with any other investment or reinvestment, violates the applicable provisions of the Tax Code and the Regulations thereunder. (g) The Escrow Bank shall make no such reinvestment hereunder unless the Board first obtains and furnishes to the Reinvestment if such Reinvestment was to settle the purchase Escrow Bank (i) a written opinion of any Collateral Asset, which settlement will not be consummated or will otherwise be delayed. Subject bond counsel to the Collateral Administrator’s receipt effect that such investment or reinvestment, as described in the opinion, complies with Paragraph (f) of the Reinvestment Request, the Collateral Administrator will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of this Section 5 (A) the amount requested no such opinion shall be required by the Borrower Escrow Bank, however, in connection with making any reinvestment required by Paragraph (a) of this Section 5), and (Bii) a certified public accountant’s report demonstrating that after such investment or reinvestment the amount on deposit moneys and Federal Securities accounted for in the Principal Collection Account. Delivery respective Escrow Accounts comply with Section 6 of this Agreement (no such report shall be required by the Reinvestment Request to the Collateral Administrator will be deemed certification to the Collateral Administrator that the conditions set forth Escrow Bank, however, in connection with making any reinvestment required by Paragraph (a) of this Section 2.14 and Section 4.02 have been met5).

Reinvestments. During On the Availability Periodterms and subject to the conditions set forth in this Agreement (including Section 1.2), the Borrower may withdraw from Seller hereby requests that on each day that is not a Termination Day, all Reinvestment Collections not previously applied under this subsection (d) shall be remitted to the Collection Account any Principal Collections Seller (or held by the Servicer on behalf of the Seller) to fund the purchase price of a reinvestment purchase of additional Pool Receivables that are newly designated as “Sold Receivables” on the books and apply such Principal Collections to (A) prepay records of the Total Outstandings Seller in accordance with Section 2.03 or (B1.2(b) acquire additional Collateral Assets (each such reinvestment of Principal Collectionspurchase, a “Reinvestment”), subject to ” and the following conditions: (a) the Borrower shall have given written notice to the Collateral Administrator, the Administrative Agent and each Lender of the proposed Reinvestment at or prior to 12:00 p.m., New York City time, day on the Business Day prior to the proposed date of which such Reinvestment (the occurs, a “Reinvestment Date”). Such If the conditions precedent set forth herein for a Reinvestment have been met on any day, such Reinvestment shall occur automatically (without any further request or notice required to be delivered by Seller in connection therewith) and shall be deemed to have been funded by each Purchaser based on its Investment Percentage (as determined immediately prior to such Reinvestment) of the “Reinvestment Request”Collections being reinvested in connection therewith (that otherwise would have been for the account of such Purchaser and applied in reduction of its Capital). Upon notice by any Conduit Purchaser to the Seller, the Administrative Agent and its Purchaser Agent that it is declining to fund any such Reinvestment, each Committed Purchaser in the Purchaser Group of such Conduit Purchaser (ratably based on the Internal Commitment Percentage of each such Committed Purchaser if there is more than one Committed Purchaser in the applicable Purchaser Group) shall purchase such Conduit Purchaser’s Investment Percentage of the Reinvestment Collections subject to such Reinvestment (by paying to such Conduit Purchaser the amount thereof in exchange for ownership of such Reinvestment Collections), and thereupon such purchased Reinvestment Collections shall be subject to such Reinvestment, together with all other Reinvestment Collections relating to such Reinvestment, pursuant to the terms of this subsection (d) (and treated hereunder the same as all other Reinvestment Collections in all respects); provided, that the Capital of any such Committed Purchaser (that purchases and simultaneously reinvests Reinvestment Collections pursuant to this sentence) shall be in the form of Exhibit H and shall include (among other things) the proposed Reinvestment Date, increased by the amount of such proposed Reinvestment, the related Obligor Information purchase and the Collateral Asset Schedule setting forth Capital of any such Conduit Purchaser (that declines to make a Reinvestment) shall be reduced by the information required therein amount received by it from the Committed Purchaser(s) with respect to the Collateral Assets to be acquired by the Borrower on the such sale of Reinvestment Date (if applicable); (b) each condition precedent set forth in Section 4.02 shall be satisfied; (c) upon the written request of the Borrower (or the Servicer on the Borrower’s behalf) delivered to the Collateral Administrator no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Administrator shall have provided to the Administrative Agent by facsimile or e-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (d) any Reinvestment Request given by the Borrower pursuant to this Section 2.14, shall be irrevocable and binding on the Borrower; provided that the Borrower may rescind any such Reinvestment Request at any time prior to the Reinvestment if such Reinvestment was to settle the purchase of any Collateral Asset, which settlement will not be consummated or will otherwise be delayed. Subject to the Collateral Administrator’s receipt of the Reinvestment Request, the Collateral Administrator will release funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount on deposit in the Principal Collection Account. Delivery of the Reinvestment Request to the Collateral Administrator will be deemed certification to the Collateral Administrator that the conditions set forth Collections described in this Section 2.14 and Section 4.02 have been metsentence.

Reinvestments. During the Availability Period, the Borrower may withdraw from the Collection Account any Principal Collections and apply such Principal Collections to (A) prepay the Total Outstandings in accordance with Section 2.03 or (B) acquire additional Collateral Assets (each such reinvestment of Principal Collections, a “Reinvestment”), subject to the following conditions: (a) the Borrower shall have given written notice to the Collateral Administrator, the Administrative Agent and each Lender of the proposed Reinvestment Reinvestment, which notice shall be delivered at or prior to 12:00 p.m., New York City time, 1:00 p.m. on the Business Day prior to the proposed date of such Reinvestment (the “Reinvestment Date”). Such notice (the “Reinvestment Request”) shall be in the form of Exhibit H I and shall include (among other things) the proposed Reinvestment Date, the amount of such proposed Reinvestment, the related Obligor Information and the a Collateral Asset Schedule setting forth the information required therein with respect to the Collateral Assets to be acquired by the Borrower on the Reinvestment Date (if applicable); (b) each condition precedent set forth in Section 4.02 shall be satisfied; (c) upon the written request of the Borrower (or the Servicer on the Borrower’s behalf) delivered to the Collateral Administrator no later than 11:00 a.m. New York City time on the applicable Reinvestment Date, the Collateral Administrator shall have provided to the Administrative Agent by facsimile or e-mail (to be received no later than 1:30 p.m. New York City time on that same day) a statement reflecting the total amount on deposit on such day in the Collection Account; and (dc) any Reinvestment Request given by the Borrower pursuant to this Section 2.14, shall be irrevocable and binding on the Borrower; provided that the Borrower may rescind any such Reinvestment Request at any time prior to the Reinvestment if such Reinvestment was to settle the purchase of any Collateral Asset, which settlement will not be consummated or will otherwise be delayed. Subject to the Collateral Administrator’s receipt of an certificate of a Responsible Officer of the Reinvestment RequestServicer as to the satisfaction of the conditions precedent set forth in Section 4.02 and this Section 2.14, the Collateral Administrator will Borrower (or the Servicer on its behalf) may direct the release of funds from the Collection Account to the Borrower in an amount not to exceed the lesser of (A) the amount requested by the Borrower and (B) the amount of Collections on deposit in the Principal Collection Account. Delivery of the Reinvestment Request to the Collateral Administrator will be deemed certification to the Collateral Administrator that the conditions set forth in this Section 2.14 and Section 4.02 have been met.