Defeasance Portfolio Sample Clauses

A Defeasance Portfolio clause defines the set of financial assets or securities that are set aside to secure the obligations of a borrower, typically in the context of a loan or bond defeasance. In practice, this portfolio usually consists of government securities or other low-risk investments whose cash flows are structured to match the scheduled payments of the underlying debt. By establishing a Defeasance Portfolio, the borrower can effectively remove the liability from its balance sheet, as the portfolio ensures that all future payment obligations will be met, thereby mitigating credit risk for the lender and providing financial flexibility for the borrower.
Defeasance Portfolio. (a) If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i) upon a Permanent Defeasance Event, the Warranty Provider shall have the right to cause the Adviser to immediately allocate all of the assets of the Fund to the Fixed-Income Portfolio (the "Defeasance Portfolio"). In addition to or in lieu of the remedy provided in the immediately preceding sentence, at any time after the occurrence of a Permanent Defeasance Event, the Warranty Provider may, at its election in its sole discretion, cause the Custodian to invest all of the assets of the Fund in U.S. Zeroes (other than in connection with sales of portfolio investments for Cash and/or Cash Equivalents after receipt by the Fund of redemption requests in order to meet such requests or in connection with the payment of Fund fees). The Financial Warranty Fee shall remain due and payable in accordance with Section 2.4 notwithstanding the occurrence of a Permanent Defeasance Event. The Adviser shall provide the Warranty Provider upon the issuance of the Financial Warranty with an irrevocable instruction, in the form of Annex A to the Service Agreement, executed by the Adviser which shall constitute the Warranty Provider's direction to the Custodian pursuant to this Section 4.2(a) and the Service Agreement. The irrevocable instruction shall also constitute a limitation of the further authority of the Adviser (including any subadviser of the Fund) to manage the Fund's assets other than in accordance with the irrevocable instruction. If the Warranty Provider elects to provide instructions to the Custodian pursuant to this Section 4.2(a) following a Permanent Defeasance Event, the Warranty Provider shall do so by delivering the irrevocable instruction to the Custodian. The Warranty Provider shall only deliver such instruction to the Custodian following a Permanent Defeasance Event and after notice thereof to the Adviser. (b) If a Permanent Defeasance Event shall have occurred, the Adviser shall immediately cause maximum Fund Fees and Expenses (excluding Extraordinary Expenses) to be reduced to 1.05% per annum of the average daily Net Assets of the Fund for the Class A Shares, 2.05% per annum of the average daily Net Assets of the Fund for the Class B Shares, 2.05% per annum of the average daily Net Assets of the Fund for the Class C Shares and 1.30% per annum of the average daily Net Assets of the Fund for the Class D Shares.
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Defeasance Portfolio. If the Insurer exercises remedies provided by Section 4.01(c) or Section 4.01(d), the Insurer shall instruct the Custodian to invest the assets of the Fund in a Defeasance Portfolio. "Defeasance Portfolio" means an earmarked portfolio of investments consisting of (i) zero coupon U.S. Treasury bonds having a par amount equal to the Guarantee Amount and that mature on a date as close to the Guarantee Maturity Date as practicable but in any event no later than the Guarantee Maturity Date, and, following the maturity of such zero coupon U.S. Treasury bonds, Cash, (ii) a portfolio of zero coupon U.S. Treasury bonds that mature on various dates which correspond as closely as reasonably practicable to the expected payment dates of the expected fees and expenses of the Fund, and (iii) Cash. To the extent the Fund Value exceeds 101% of the Bond Floor, the Insurer shall direct the Custodian to take instruction from the Adviser with respect to the investment of any such excess subject to the condition that such excess may only be invested in Permitted Fixed Income Securities, Permitted Equity Securities, Permitted Equity Options that are Purchased Calls, and/or Cash, it being understood that the investing of such excess shall in no event create any liability which could affect the Defeasance Portfolio.
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Defeasance Portfolio. (a) The Warranty Provider may exercise the remedies provided in Section 4.1(c) at any time after the occurrence of a Trigger Event or Market Initiated Defeasance Event. If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i)(A), the Warranty Provider shall have the right to instruct the Adviser to immediately allocate all of the assets of the Fund to the Defeasance Portfolio in accordance with subsection (i) of the definition of Defeasance Portfolio under Section 1.1. If the Warranty Provider exercises the remedy provided by Section 4.1(c)(i)(B), the Warranty Provider shall have the right to deliver to the Custodian the Irrevocable Instructions instructing the Custodian to invest all of the assets of the Fund in a Defeasance Portfolio in accordance with subsection (ii) of the definition of Defeasance Portfolio under Section 1.1 and such Irrevocable Instructions. For the avoidance of doubt, the parties hereby agree that (i) the Warranty Provider may at its election, in its sole discretion, exercise the remedy provided in Section 4.1(c)(i)(B) after it has exercised the remedy provided in Section 4.1(c)(i)(A) and (ii) if the Warranty Provider exercises its rights to adjust the Multiple under Section 4.1(c)(ii), the Warranty Provider shall not be precluded subsequent thereto from exercising its rights under Sections 4.1(c)(i)(A) and/or 4.1
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Defeasance Portfolio. If the Insurer exercises remedies provided by Section 4.01(c) or Section 4.01(d), the Insurer shall instruct the Custodian to invest the assets of the Fund in a Defeasance Portfolio. "Defeasance Portfolio" means an earmarked portfolio of investments consisting of (i) zero coupon U.S. Treasury bonds having a par amount equal to the Guarantee Amount and that mature on a date as close to the Guarantee Maturity Date as practicable but in any event no later than the Guarantee Maturity Date, and, following the maturity of such zero coupon U.S. Treasury bonds, Cash, (ii) a portfolio of zero coupon U.S. Treasury bonds that mature on various dates which correspond as closely as reasonably practicable to the expected payment dates of the expected fees and expenses of the Fund, and (iii) Cash.
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Defeasance Portfolio. (a) The Warranty Provider may exercise the remedies provided in Section -------- 4.1
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Defeasance Portfolio. If the Insurer exercises remedies provided by SECTION 4.01(C) or SECTION 4.01(D), the Insurer shall be entitled to deliver the Direction and Undertaking Regarding Remedies and to direct the Custodian with respect to the liquidation of the Fund's assets and the acquisition of Defeasance Portfolio. "DEFEASANCE PORTFOLIO" means an earmarked portfolio of investments consisting of (i) zero coupon U.S. Treasury bonds having a par amount equal to the Guarantee Amount and that mature on a date as close to the Maturity Date as practicable but in any event no later than the Maturity Date, and, following the maturity of such zero coupon U.S. Treasury bonds, Cash, (ii) a portfolio of zero coupon U.S. Treasury bonds that mature on various dates which correspond as closely as reasonably practicable to the expected payment dates of the expected fees and expenses of the Fund, and (iii) Cash. To the extent practicable, the Adviser shall manage the Defeasance Portfolio to obtain the highest available yields consistent with the requirements set forth in the definition of "Defeasance Portfolio", and such constraints as may exist due to the value of the Fund's assets at the time the Fund's assets are invested in the Defeasance Portfolio. For example, if Fund Value is less than 100% of the Bond Floor the Adviser shall invest the Defeasance Portfolio, to the extent possible, in the following order of priority: (i) the instruments in SECTION 4.02(I), (ii) the instruments in SECTION 4.02(II), and (iii) Cash. It is understood that, if Fund Value is less than 100% of the Bond Floor, the extent of the Fund's assets may limit the Fund's ability to purchase zero coupon U.S. Treasury bonds having a par amount equal to the Guarantee Amount.
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Defeasance Portfolio. A. In accordance with these Irrevocable Instructions, you shall invest the assets of the Fund in an earmarked portfolio (the "Defeasance Portfolio") of investments consisting of (i) subject to subsections (ii) and (iii) below, (A) (1) in the absence of a Floor Shortfall, U.S. Zeroes having an aggregate par amount equal to the Aggregate Protected Amount (as determined by the Calculation Agent and communicated to you with these Irrevocable Instructions), or (2) in the event of a Floor Shortfall (as determined by the Calculation Agent and communicated to you with these Irrevocable Instructions), U.S. Zeroes having an aggregate par amount equal to the Aggregate Protected Amount less the Floor Shortfall, in each case that mature on a date as close to [___________, 2010] (the "Maturity Date") as practicable but in any event no earlier than three-months prior to, and no later than, the Maturity Date and (B) following the maturity of such U.S. Zeroes, Cash; (ii) a portfolio of U.S. Zeroes that mature on various dates which correspond as closely as practicable to the expected payment dates of the expected Fund Fees and Expenses, exclusive of any Extraordinary Expenses; and (iii) Cash and/or Cash Equivalents to the extent necessary for the Fund to meet redemption requests reasonably anticipated to be received by the Fund within a rolling five Exchange Business Day period. In the event there are additional assets of the Fund that are not necessary to meet the requirements of (i)(A)(1), (ii) and (iii) above, such additional assets shall be invested in U.S. Zeroes that mature on a date as close to the Maturity Date as practicable but in any event no earlier than three-months prior to, and no later than, the Maturity Date. B. To the extent practicable, in investing in the Defeasance Portfolio the Fund seeks to obtain the highest available yields consistent with the requirements set forth above and such constraints as may exist due to the value of the Fund's assets at the time the Fund's assets are invested in the Defeasance Portfolio. C. In executing any transaction to purchase or sell securities in accordance with the terms of these Instructions, the Custodian shall utilize the broker or dealer specified by the Adviser in a Permitted Instruction (as defined in the Service Agreement) in accordance with the terms of the Service Agreement.
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Related to Defeasance Portfolio

  • DEFEASANCE AND COVENANT DEFEASANCE SECTION 1301.

  • Defeasance With respect to any Mortgage Loan that, pursuant to the Mortgage Loan documents, can be defeased (a “Defeasance”), (i) the Mortgage Loan documents provide for defeasance as a unilateral right of the Mortgagor, subject to satisfaction of conditions specified in the Mortgage Loan documents; (ii) the Mortgage Loan cannot be defeased within two years after the Closing Date; (iii) the Mortgagor is permitted to pledge only United States “government securities” within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), the revenues from which will be sufficient to make all scheduled payments under the Mortgage Loan when due, including the entire remaining principal balance on the maturity date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium) or, if the Mortgage Loan is an ARD Loan, the entire principal balance outstanding on the Anticipated Repayment Date (or on or after the first date on which payment may be made without payment of a Yield Maintenance Charge or Prepayment Premium), and if the Mortgage Loan permits partial releases of real property in connection with partial defeasance, the revenues from the collateral will be sufficient to pay all such scheduled payments calculated on a principal amount equal to a specified percentage at least equal to 110% of the allocated loan amount for the real property to be released; (iv) the defeasance collateral is not permitted to be subject to prepayment, call, or early redemption; (v) the Mortgagor is required to provide a certification from an independent certified public accountant that the collateral is sufficient to make all scheduled payments under the Mortgage Note as set forth in clause (iii) above; (vi) the defeased note and the defeasance collateral are required to be assumed by a Single-Purpose Entity; (vii) the Mortgagor is required to provide an opinion of counsel that the Trustee has a perfected security interest in such collateral prior to any other claim or interest; and (viii) the Mortgagor is required to pay all rating agency fees associated with defeasance (if rating confirmation is a specific condition precedent thereto) and all other reasonable expenses associated with defeasance, including, but not limited to, accountant’s fees and opinions of counsel.

  • Option to Effect Legal Defeasance or Covenant Defeasance; Defeasance The Issuer may, at its option and at any time, elect to have either Section 8.2 or 8.3 hereof be applied to all outstanding Notes upon compliance with the conditions set forth below in this Article VIII.

  • Conditions to Defeasance or Covenant Defeasance The following shall be the conditions to the application of Section 1502 or Section 1503 to any Securities or any series of Securities, as the case may be: (1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another trustee which satisfies the requirements contemplated by Section 609 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

  • Defeasance of Certain Obligations The Company may omit to comply with any term, provision or condition set forth in Sections 3.1, 3.2, 3.3 and 3.4 hereof and a breach with respect to Sections 3.1, 3.2, 3.3 or 3.4 shall be deemed not to be an Event of Default, in each case with respect to the Outstanding Notes if: (a) with reference to this Section 4.2, the Company has irrevocably deposited or caused to be irrevocably deposited with the Trustee (or another trustee satisfying the requirements of the Initial Indenture) and conveyed all right, title and interest to the Trustee for the benefit of the Holders of Notes, under the terms of an irrevocable trust agreement in form and substance satisfactory to the Trustee as trust funds in trust, specifically pledged to the Trustee for the benefit of such Holders as security for payment of the principal of and interest, if any, on the Notes, and dedicated solely to, the benefit of such Holders, in and to (A) money in an amount, (B) United States Government Obligations that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide, not later than one day before the due date of any payment referred to in this clause (a), money in an amount or (C) a combination thereof in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, without consideration of the reinvestment of such interest and after payment of all federal, state and local taxes or other charges and assessments in respect thereof payable by the Trustee, the principal of and interest on the Outstanding Notes on the Stated Maturity of such principal or interest; provided, that the Trustee shall have been irrevocably instructed to apply such money or the proceeds of such United States Government Obligations to the payment of such principal and interest with respect to the Notes; (b) the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Holders of Notes will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and defeasance of such covenants and Events of Default and will be subject to federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit and defeasance had not occurred; (c) immediately after giving effect to such deposit on a pro forma basis, no Default or Event of Default with respect to the Notes shall have occurred and be continuing on the date of such deposit or, insofar as Sections 5.1(f) and 5.1(g) are concerned, at any time during the period ending on the 91st day after such date of such deposit; (d) if the Notes are then listed on a national securities exchange, the Company has delivered to the Trustee an Opinion of Counsel to the effect that the Notes will not be delisted as a result of such deposit, defeasance and discharge; and (e) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, in each case stating that all conditions precedent provided for herein relating to the defeasance contemplated by this Section 4.2 have been complied with.