Unused Proceeds Account. (a) The Trustee shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f) shall be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided. (b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating of at least “Aa3” by Xxxxx’x or a short-term debt rating of at least “P-1” by Xxxxx’x. (c) Amounts remaining in the Unused Proceeds Account shall, on the Business Day after the Portfolio Finalization Date, be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization Date. (d) During the Post-Closing Acquisition Period, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, apply amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with the requirements of Section 7.18 and such Issuer Order. (e) To the extent not applied pursuant to Section 7.18, the Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (ii) of the definition thereto.
Appears in 7 contracts
Samples: Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc), Indenture (Arbor Realty Trust Inc)
Unused Proceeds Account. (a) The Trustee shall, on or shall prior to the Closing Date, Date establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f3.2(g) shall be deposited. All amounts credited Monies deposited from time to time to in the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Collateral and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or of a financial institution having a long-term debt rating of by each Rating Agency at least equal to “Aa3A+” by Xxxxx’x or “A2,” as applicable, or a short-term debt rating at least equal to “A-1” or “P-1,” as applicable, and a short-term rating of at least “P-1F1” by Xxxxx’xFitch. The Unused Proceeds Account may be a subaccount of other accounts hereunder and may consist of one or more subaccounts.
(c) During the Ramp-Up Period, amounts on deposit in the Unused Proceeds Account may or shall be designated by the Collateral Manager as Special Amortization Amounts to be included as Principal Proceeds pursuant to Section 9.7. If the Aggregate Principal Balance of the Collateral Interests exceeds the Minimum Ramp-Up Amount (including, for this purpose, the aggregate amount of all remaining commitments with respect to all Delayed Draw Term Loans owned by the Issuer) on the Effective Date, amounts remaining on deposit in the Unused Proceeds Account at the end of the Ramp-Up Period may, at the option of the Collateral Manager, (i) be designated as Interest Proceeds, provided that such amount shall not exceed U.S.$2,500,000 and (ii) be deposited into the Expense Account. Any such election will be made on a one-time basis and must be made by written notice to the Trustee no earlier than the Effective Date but not later than the 30th Business Day after the Effective Date, which notice shall set forth any such amounts in the Unused Proceeds Account so designated (and any interest or earnings thereon). Upon receipt of such notice, the Trustee shall transfer such amount to the Interest Collection Account (for subsequent transfer to the Payment Account), which will be treated as Interest Proceeds and applied in accordance with the Priority of Payments. Any amounts remaining in the Unused Proceeds Account shall, on the 30th Business Day after the Portfolio Finalization Effective Date, to the extent not designated as Interest Proceeds and provided that a Ratings Confirmation Failure has not occurred, shall be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization DatePayments.
(d) If a Ratings Confirmation Failure occurs, upon receipt of notice from the Collateral Manager pursuant to Section 7.18, the Trustee shall transfer amounts in the Unused Proceeds Account to the Payment Account for application on the immediately following Payment Date to pay principal of the Notes, first, to the payment of principal of the Senior Class A Notes, second, the payment of principal of the Junior Class A Notes, third, the payment of principal of the Class B Notes, fourth, the payment of principal of the Class C Notes, fifth, the payment of principal of the Class D Notes, sixth, the payment of principal of the Class E Notes, seventh, the payment of principal of the Class F Notes, eighth, the payment of principal of the Class G Notes, ninth, the payment of principal of the Class H Notes, tenth, the payment of principal of the Class J Notes, eleventh, the payment of principal of the Class K Notes, and twelfth, the payment of principal on the Class J Notes, in each case until the ratings assigned on the Closing Date to each Class of Notes have been reinstated or such Class has been paid in full. Any excess amount shall be treated as Principal Proceeds and applied in accordance with the Priority of Payments. If no Ratings Confirmation Failure occurs, to the extent the Collateral Manager has not identified such amounts as Interest Proceeds pursuant to Section 10.4(c), the Trustee shall transfer the amounts on deposit in the Unused Proceeds Account to the Principal Collection Account, and such amounts will be treated as Principal Proceeds and applied in accordance with the Priority of Payments.
(e) During the PostRamp-Closing Acquisition Up Period, the Issuer (or the Loan Obligation Collateral Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, apply amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations Collateral Interests selected by the Loan Obligation Collateral Manager as permitted under and in accordance with the requirements of Section 7.18 7.17 and such Issuer Order.
(ef) The Collateral Manager may direct the Issuer to withdraw funds from the Unused Proceeds Account for deposit into the Delayed Funding Obligations Account to fund the Issuer’s commitments under Delayed Draw Term Loans.
(g) To the extent not applied pursuant to Section 7.187.17, the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (ii) of the definition thereto.
Appears in 1 contract
Samples: Indenture (CBRE Realty Finance Inc)
Unused Proceeds Account. (a) The Trustee shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f) shall be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets Collateral and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating of at least “Aa3” by Xxxxx’x or a short-term debt rating of at least “P-1” by Xxxxx’x.
(c) Amounts remaining in the Unused Proceeds Account shall, on the Business Day after the Portfolio Finalization Effective Date, be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization Effective Date.
(d) During the PostRamp-Closing Acquisition Up Period, the Issuer (or the Loan Obligation Collateral Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order and an Officer’s Certificate of the Collateral Manager substantially in the form of Exhibit I confirming the satisfaction of all Eligibility Criteria the Trustee shall, apply remit amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations Mortgage Loans selected by the Loan Obligation Collateral Manager as permitted under and in accordance with the requirements of Section 7.18 and such Issuer Order.
(e) To the extent not applied pursuant to Section 7.18, the Loan Obligation Collateral Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (iivii) of the definition theretothereto or leave such funds uninvested.
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Unused Proceeds Account. (a) The Trustee shall, on or shall prior to the Closing Date, Date establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders and each Hedge Counterparty, into which the amount specified in Section 3.2(f3.2(g) shall be deposited. All amounts credited Monies deposited from time to time to in the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or of a financial institution having a long-term debt rating of by each Rating Agency at least equal to “Aa3BBB+” by Xxxxx’x or “A2,” as applicable, or a short-term debt rating of at least equal to “A-1,” “P-1” by Xxxxx’xor “F1,” as applicable.
(c) Amounts remaining in the Unused Proceeds Account shall, on the Business Day after the Portfolio Finalization Date, be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization Date.
(d) During the PostRamp-Closing Acquisition Up Period, the Issuer (or the Loan Obligation Collateral Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, apply amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations Collateral Debt Securities selected by the Loan Obligation Collateral Manager as permitted under and in accordance with the requirements of Section 7.18 7.17 and such Issuer Order.
(ed) To the extent not applied pursuant to Section 7.187.17, the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (ii) of the definition thereto.
(e) At the conclusion of the Ramp-Up Period, amounts on deposit in the Unused Proceeds Account shall be applied as follows:
(i) If the Aggregate Principal Balance of the Pledged Collateral Debt Securities that the Issuer purchased (or in the case of CMBS Securities, Asset Backed Securities, CRE CDO Securities and REIT Debt Securities, that the Issuer entered into an irrevocable binding commitment to purchase, as certified by the Collateral Manager to the Trustee) since the Closing Date is at least equal to the Minimum Ramp-Up Amount and Rating Confirmation has been obtained in connection with the Effective Date, then
(1) If the Aggregate Principal Balance of the Collateral Debt Securities exceeds $1,000,000,000 on the Effective Date, amounts remaining in the Unused Proceeds Account at the end of the Ramp-Up Period not to exceed an amount equal to 15% of such amounts, may, at the option of the Collateral Manager, be designated as Interest Proceeds. Any such election shall be made on a one-time basis and must be made no later than the 20th Business Day after the Effective Date, with any such amounts in the Unused Proceeds Account so designated (and any interest or earnings thereon) deposited in the Interest Collection Account, treated as Interest Proceeds and applied in accordance with the Priority of Payments on the Payment Date relating to the Determination Date that immediately follows such election.
(2) Any amounts remaining in the Unused Proceeds Account on the 20th Business Day after the Effective Date and not designated as Interest Proceeds shall be deposited in the Principal Collection Account, treated as Principal Proceeds and applied in accordance with the Priority of Payments on the Payment Date relating to the Determination Date that immediately follows such 20th Business Day.
(ii) If a Rating Confirmation Failure has occurred, then
(1) all amounts in the Unused Proceeds Account shall be used on the immediately following Payment Date to pay principal of the Notes, first, to the payment of principal of the Class A-1 Notes, second, to the payment of principal of the Class A-2 Notes, third, to the payment of principal of the Class B Notes, fourth, to the payment of principal of the Class C Notes, fifth, to the payment of principal of the Class D Notes, sixth, to the payment of principal of the Class E Notes, seventh, to the payment of principal of the Class F Notes, eighth, to the payment of principal of the Class G Notes, ninth, to the payment of principal of the Class H Notes, tenth, to the payment of principal of the Class J Notes and eleventh, to the payment of the Class K Notes, in each case until the ratings assigned on the Closing Date to each Class of Notes have been reinstated or such Class has been paid in full, and
(2) if such ratings are reinstated and funds remain in the Unused Proceeds Account, such funds shall be deposited in the Principal Collection Account, treated as Principal Proceeds and applied in accordance with the Priority of Payments.
(f) If on the 270th day after the Closing Date the Aggregate Principal Balance of the Pledged Collateral Debt Securities that the Issuer purchased (or in the case of CMBS Securities, Asset Backed Securities, CRE CDO Securities, and REIT Debt Securities, that the Issuer entered into an irrevocable binding commitment to purchase, as certified by the Collateral Manager to the Trustee) since the Closing Date is less than the Minimum Ramp-Up Amount and a Rating Confirmation Failure has not occurred, then all amounts in the Unused Proceeds Account shall be deposited in the Principal Collection Account within one Business Day, treated as Principal Proceeds and applied as an Unused Proceeds Pro Rata Amortization to redeem the each Class of Notes on the immediately following Payment Date on a pro rata basis (based on the Aggregate Outstanding Amount of each Class of Notes) in accordance with the Priority of Payments (an “Unused Proceeds Pro Rata Amortization”).
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Unused Proceeds Account. (a) The Trustee shall, on or shall prior to the Closing Date, Date establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders, into which the amount specified in Section 3.2(f3.2(g) shall be deposited. All amounts credited Monies deposited from time to time to in the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or of a financial institution having a long-term debt rating of by each Rating Agency at least equal to “Aa3BBB+” by Xxxxx’x or “A2,” as applicable, or a short-term debt rating of at least equal to “A-1,” “P-1” by Xxxxx’xor “F1,” as applicable.
(c) During the Replenishment Period, amounts on deposit in the Unused Proceeds Account may or shall be designated by the Collateral Manager as Special Amortization Amounts to be included as Principal Proceeds pursuant to Section 9.7. If the sum of (A) the Aggregate Principal Balance of the Collateral Obligations plus (B) the Aggregate Class A-1R Undrawn Amount exceeds the Minimum Ramp-Up Amount on the Effective Date, amounts remaining on deposit in the Unused Proceeds Account at the end of the Ramp-Up Period not to exceed an amount equal to 15% of the Initial Deposit may, at the option of the Collateral Manager and provided no Rating Confirmation Failure shall have occurred, be designated as Interest Proceeds. Any such election will be made on a one-time basis and must be made by written notice to the Trustee not later than the twentieth (20th) Business Day after the Effective Date, which notice shall set forth any such amounts in the Unused Proceeds Account so designated (and any interest or earnings thereon). Upon receipt of such notice, the Trustee shall transfer such amount to the Interest Collection Account (for subsequent transfer to the Payment Account), which will be treated as Interest Proceeds and applied in accordance with the Priority of Payments. Any amounts remaining in the Unused Proceeds Account shall, on the twentieth (20th) Business Day after the Portfolio Finalization Effective Date, to the extent not designated as Interest Proceeds and provided that a Ratings Confirmation Failure has not occurred, shall be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization DatePayments.
(d) If a Rating Confirmation Failure occurs, upon receipt of notice from the Collateral Manager pursuant to Section 7.18, the Trustee shall transfer amounts in the Unused Proceeds Account to the Payment Account for application on the immediately following Payment Date to pay principal of the Notes, first, to the payment of principal of the Class A Notes as described under Section 11.1(g) (and any Required Class A-1R Suspense Account Deposit to the Class A-1R Suspense Account), second, the payment of principal of the Class B Notes, third, the payment of principal of the Class C Notes, fourth, the payment of principal of the Class D Notes, fifth, the payment of principal of the Class E Notes, sixth, the payment of principal of the Class F Notes, seventh, the payment of principal of the Class G Notes, eight, the payment of principal of the Class H Notes, ninth, the payment of principal of the Class J Notes and tenth, the payment of principal of the Class K Notes, in each case until the ratings assigned on the Closing Date to each Class of Notes have been reinstated or such Class has been paid in full. Any excess amount shall be treated as Principal Proceeds and applied in accordance with the Priority of Payments. If no Ratings Confirmation Failure occurs, to the extent the Collateral Manager has not identified such amounts as Interest Proceeds pursuant to Section 10.4(c), the Trustee shall transfer the amounts on deposit in the Unused Proceeds Account to the Principal Collection Account, and such amounts will be treated as Principal Proceeds and applied in accordance with the Priority of Payments.
(e) During the PostRamp-Closing Acquisition Up Period, the Issuer (or the Loan Obligation Collateral Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, apply amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Collateral Obligations selected by the Loan Obligation Collateral Manager as permitted under and in accordance with the requirements of Section 7.18 7.17 and such Issuer Order.
(ef) To the extent not applied pursuant to Section 7.187.17, the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (ii) of the definition thereto.
(g) On the Closing Date, the Trustee shall establish a subaccount of the Unused Proceeds Account (the “Unused Proceeds Subaccount”) and credit an amount equal to the Liquidity Threshold. As directed by the Collateral Manager, amounts credited thereto may be released from the lien of this Indenture and paid to Future Advance Holders to satisfy the additional funding commitments of the Future Advance Holders. At any time prior to the Effective Date, the Collateral Manager may direct the Trustee to terminate the Unused Proceeds Subaccount and credit any amounts remaining on deposit therein to the Unused Proceeds Account. For the avoidance of doubt, amounts on deposit in the Unused Proceeds Subaccount shall not be included in the Assets securing the Notes.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Unused Proceeds Account. (a) The Trustee shall, on or shall prior to the Closing Date, Date establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders, into which the amount specified in Section 3.2(f3.2(g) shall be deposited. All amounts credited Monies deposited from time to time to in the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or of a financial institution having a long-term debt rating of by each Rating Agency at least equal to “Aa3BBB+” by Xxxxx’x or “A2,” as applicable, or a short-term debt rating of at least equal to “A-1,” “P-1” by Xxxxx’xor “F1,” as applicable.
(c) During the Reinvestment Period, amounts on deposit in the Unused Proceeds Account may or shall be designated by the Collateral Manager as Special Amortization Amounts to be included as Principal Proceeds pursuant to Section 9.7. If the Aggregate Principal Balance of the Collateral Debt Securities exceeds the Minimum Ramp-Up Amount on the Effective Date, amounts remaining on deposit in the Unused Proceeds Account at the end of the Ramp-Up Period not to exceed an amount equal to 15% of the Initial Deposit may, at the option of the Collateral Manager, be designated as Interest Proceeds. Any such election will be made on a one-time basis and must be made by written notice to the Trustee not later than the twentieth (20th) Business Day after the Effective Date, which notice shall set forth any such amounts in the Unused Proceeds Account so designated (and any interest or earnings thereon). Upon receipt of such notice, the Trustee shall transfer such amount to the Interest Collection Account (for subsequent transfer to the Payment Account), which will be treated as Interest Proceeds and applied in accordance with the Priority of Payments. Any amounts remaining in the Unused Proceeds Account shall, on the twentieth (20th) Business Day after the Portfolio Finalization Effective Date, to the extent not designated as Interest Proceeds and provided that a Ratings Confirmation Failure has not occurred, shall be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization DatePayments.
(d) During the Post-Closing Acquisition PeriodIf a Rating Confirmation Failure occurs, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order notice from the Collateral Manager pursuant to Section 7.18, the Trustee shall, apply shall transfer amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations selected by the Loan Obligation Manager as permitted under and in accordance with Payment Account for application on the requirements immediately following Payment Date to pay principal of Section 7.18 and such Issuer Order.
(e) To the extent not applied pursuant Notes, first, to Section 7.18the payment of principal of the Class A-1 Notes, second, the Loan Obligation Manager, on behalf payment of principal of the IssuerClass A-2 Notes, may direct third, the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result payment of negligence, willful misconduct or bad faith) by reason of any insufficiency principal of the Unused Proceeds Account resulting from any loss relating to any such investmentClass B Notes, except with respect to investments in obligations fourth, the payment of principal of the Trustee or any Affiliate thereof. If Class C Notes, fifth, the Trustee does not receive investment instructions from an Authorized Officer payment of principal of the Loan Obligation ManagerClass D Notes, sixth, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments payment of principal of the type described in clause (ii) of the definition thereto.Class E Notes,
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Unused Proceeds Account. (a) The Trustee shall, on or shall prior to the Closing Date, Date establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured PartiesNoteholders, into which the amount specified in Section 3.2(f3.2(g) shall be deposited. All amounts credited Monies deposited from time to time to in the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes shall become subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or of a financial institution having a long-term debt rating of by each Rating Agency at least equal to “Aa3A-” by Xxxxx’x or “A2,” as applicable, or a short-term debt rating of at least equal to “A-1,” “P-1” by Xxxxx’xor “F1,” as applicable.
(c) During the Reinvestment Period, amounts on deposit in the Unused Proceeds Account may or shall be designated by the Collateral Manager as Special Amortization Amounts to be included as Principal Proceeds pursuant to Section 9.7. If the Aggregate Principal Balance of the Collateral Debt Securities exceeds the Minimum Ramp-Up Amount on the Effective Date, amounts remaining on deposit in the Unused Proceeds Account at the end of the Ramp-Up Period not to exceed an amount equal to 15% of the Initial Deposit may, at the option of the Collateral Manager, be designated as Interest Proceeds. Any such election will be made on a one-time basis and must be made by written notice to the Trustee not later than the twentieth (20th) Business Day after the Effective Date, which notice shall set forth any such amounts in the Unused Proceeds Account so designated (and any interest or earnings thereon). Upon receipt of such notice, the Trustee shall transfer such amount to the Interest Collection Account (for subsequent transfer to the Payment Account), which will be treated as Interest Proceeds and applied in accordance with the Priority of Payments. Any amounts remaining in the Unused Proceeds Account shall, on the twentieth (20th) Business Day after the Portfolio Finalization Effective Date, to the extent not designated as Interest Proceeds and provided that a Ratings Confirmation Failure has not occurred, shall be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization DatePayments.
(d) If a Rating Confirmation Failure occurs, upon receipt of notice from the Collateral Manager pursuant to Section 7.18, the Trustee shall transfer amounts in the Unused Proceeds Account to the Payment Account for application on the immediately following Payment Date to pay principal of the Notes, first, to the payment of principal of the Class A-1 Notes, second, the payment of principal of the Class A-2 Notes, third, the payment of principal of the Class B Notes, fourth, the payment of principal of the Class C Notes, fifth, the payment of principal of the Class D Notes, sixth, the payment of principal of the Class E Notes, seventh, the payment of principal of the Class F Notes, eighth, the payment of principal of the Class G Notes, ninth, the payment of principal of the Class H Notes, tenth, the payment of principal of the Class J Notes and eleventh, the payment of principal of the Class K Notes, in each case until the ratings assigned on the Closing Date to each Class of Notes have been reinstated or such Class has been paid in full. Any excess amount shall be treated as Principal Proceeds and applied in accordance with the Priority of Payments. If no Ratings Confirmation Failure occurs, to the extent the Collateral Manager has not identified such amounts as Interest Proceeds pursuant to Section 10.4(c), the Trustee shall transfer the amounts on deposit in the Unused Proceeds Account to the Principal Collection Account, and such amounts will be treated as Principal Proceeds and applied in accordance with the Priority of Payments.
(e) During the PostRamp-Closing Acquisition Up Period, the Issuer (or the Loan Obligation Collateral Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, apply amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations Collateral Debt Securities selected by the Loan Obligation Collateral Manager as permitted under and in accordance with the requirements of Section 7.18 7.17 and such Issuer Order.
(ef) To the extent not applied pursuant to Section 7.187.17, the Loan Obligation Manager, Collateral Manager on behalf of the Issuer, Issuer may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Collateral Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Collateral Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (ii) of the definition thereto.
(g) On the Closing Date, the Trustee shall establish a subaccount of the Unused Proceeds Account (the “Unused Proceeds Subaccount”) and credit such amount equal to $20,000,000. As directed by the Collateral Manager, amounts credited thereto may be released from the lien of this Indenture and paid to Future Advance Holders to satisfy the additional funding commitments of the Future Advance Holders. At any time prior to the Effective Date, the Collateral Manager may direct the Trustee to terminate the Unused Proceeds Subaccount and credit any amounts remaining on deposit therein to the Unused Proceeds Subaccount.
Appears in 1 contract
Samples: Indenture (Gramercy Capital Corp)
Unused Proceeds Account. (a) The Trustee shall, on or prior to the Closing Date, establish a single, segregated trust account which shall be designated as the “Unused Proceeds Account” which shall be held in trust in the name of the Trustee for the benefit of the Secured Parties, into which the amount specified in Section 3.2(f) shall be deposited. All amounts credited from time to time to the Unused Proceeds Account pursuant to this Indenture shall be held by the Trustee as part of the Assets and shall be applied to the purposes herein provided.
(b) The Trustee agrees to give the Issuer immediate notice if it becomes aware that the Unused Proceeds Account or any funds on deposit therein, or otherwise to the credit of the Unused Proceeds Account, becomes subject to any writ, order, judgment, warrant of attachment, execution or similar process. The Unused Proceeds Account shall remain at all times with the Corporate Trust Office or a financial institution having a long-term debt rating of at least “Aa3” by Xxxxx’x or a short-term debt rating of at least “P-1” by Xxxxx’x.
(c) Amounts remaining in the Unused Proceeds Account shall, on the Business Day after the Portfolio Finalization Date, be transferred by the Trustee to the Principal Collection Account (for subsequent transfer to the Payment Account) and treated as Principal Proceeds and applied in accordance with the Priority of Payments on the next Payment Date after the Portfolio Finalization Date.
(d) During the Post-Closing Acquisition Period, the Issuer (or the Loan Obligation Manager on behalf of the Issuer) may by Issuer Order direct the Trustee to, and upon receipt of such Issuer Order the Trustee shall, apply amounts on deposit in the Unused Proceeds Account to acquire Additional Loan Obligations selected by the Loan Obligation Manager (which may include the Targeted Additional Loan Obligation) as permitted under and in accordance with the requirements of Section 7.18 and such Issuer Order.
(e) To the extent not applied pursuant to Section 7.18, the Loan Obligation Manager, on behalf of the Issuer, may direct the Trustee to, and upon such direction the Trustee shall, invest all funds in the Unused Proceeds Account in Eligible Investments designated by the Loan Obligation Manager. All interest and other income from such investments shall be deposited in the Unused Proceeds Account, any gain realized from such investments shall be credited to the Unused Proceeds Account, and any loss resulting from such investments shall be charged to the Unused Proceeds Account. The Trustee shall not in any way be held liable (except as a result of negligence, willful misconduct or bad faith) by reason of any insufficiency of the Unused Proceeds Account resulting from any loss relating to any such investment, except with respect to investments in obligations of the Trustee or any Affiliate thereof. If the Trustee does not receive investment instructions from an Authorized Officer of the Loan Obligation Manager, the Trustee may invest funds received in the Unused Proceeds Account in Eligible Investments of the type described in clause (ii) of the definition thereto.
Appears in 1 contract
Samples: Indenture (Arbor Realty Trust Inc)
