Establishment of Accounts and Reserves Sample Clauses

Establishment of Accounts and Reserves. (a) On the Effective Date or as soon as practicable thereafter, the Liquidating Trustee shall establish an account which shall consist of all Cash belonging to the Liquidating Trust, including all Cash transferred to the Liquidating Trust pursuant to the Plan (the “General Account”), and pursuant to the terms of the Plan, may use any of the Debtor’s existing accounts for that purpose; provided, however, that all Cash must be deposited with institutions covered by FDIC insurance. (b) On the Effective Date or as soon as practicable thereafter, the Liquidating Trustee may, but is not required to, establish from and within the General Account a Disputed Claims Reserve for the purposes of making Distributions to any Holder of a Disputed Claim if such Claim becomes an Allowed Claim or, if such Disputed Claim becomes Disallowed, then to the Holders of the Allowed Claims pursuant to the terms of the Plan. The Liquidating Trustee shall have sole discretion to determine the amount to be funded into the Disputed Claims Reserve provided that such discretion is not exercised in a manner that is inconsistent with the express provisions of the Plan. Unless otherwise provided in the Plan or this Agreement, when such a Claim is Allowed or Disallowed (and thus becomes an Allowed Claim or a Disallowed Claim, in whole or in part), the funds set aside on account of such Claim shall be released from the reserve and shall be treated as funds available for distribution in accordance with the terms of the Plan and this Agreement. (c) The Liquidating Trustee shall create from and within the General Account a reserve in an amount sufficient to pay for the Post-Effective Date Expenses of the Liquidating Trust and the Debtor Representative (including compensation to the Liquidating Trustee and its professionals and the Debtor Representative and its professionals) and all Allowed Administrative Claims and Allowed Priority Tax Claims and Allowed Other Priority Claims, including Allowed Professional Claims. Consistent with the Plan, the Liquidating Trustee, in his or her sole discretion, on and after the Effective Date, shall have authority to increase or decrease such reserve as appropriate. (d) Except as otherwise provided in the Plan, Confirmation Order, and this Agreement, the Liquidating Trustee shall make distributions to Holders of Allowed Claims in accordance with the terms of the Plan in the exercise of his or her sound discretion, based on, among other things, the amount of Cas...
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Related to Establishment of Accounts and Reserves

  • Establishment of Accounts (a) The Servicer, for the benefit of the Noteholders and the Certificateholders, shall cause the Indenture Trustee to establish and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Collection Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders and the Certificateholders. (b) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Note Distribution Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. The Issuer shall also cause to be established two administrative subaccounts within the Note Distribution Account at the Eligible Institution then maintaining the Note Distribution Account, which subaccounts shall be designated the “Interest Distribution Account” and the “Principal Distribution Account”, respectively. The Interest Distribution Account and the Principal Distribution Account are established and maintained solely for administrative purposes. (c) The Issuer, for the benefit of the Noteholders, shall cause the Indenture Trustee to establish with and maintain in the name of the Indenture Trustee an Eligible Deposit Account (the “Reserve Account”), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders. (d) Funds on deposit in the Collection Account and the Reserve Account shall be invested by the Indenture Trustee in Eligible Investments selected in writing by the Servicer; provided, however, that if (i) the Servicer shall have failed to give investment directions for any funds on deposit in the Reserve Account or the Collection Account to the Indenture Trustee by 11:00 a.m., New York City time (or such other time as may be agreed by the Administrator and the Indenture Trustee), on any Business Day or (ii) a Default or Event of Default of which a Responsible Officer of the Indenture Trustee shall have actual knowledge shall have occurred and be continuing with respect to the Notes but the Notes shall not have been declared due and payable pursuant to Section 5.02 of the Indenture or (iii) if the Notes shall have been declared due and payable following an Event of Default and amounts collected or receivable from the Trust Estate are being applied in accordance with Section 5.05 of the Indenture as if there had not been such a declaration, then the Indenture Trustee shall, to the fullest extent practicable, invest and reinvest funds in investments that are Eligible Investments in accordance with the standing instructions most recently given in writing by the Servicer. Funds on deposit in the Note Distribution Account shall remain uninvested. All such Eligible Investments shall be held by the Indenture Trustee for the benefit of the Noteholders or the Certificateholders, as applicable; provided, for each Collection Period such amount shall be calculated on the Determination Date. On each Payment Date all interest and other investment income (net of Net Investment Losses) on funds on deposit in the (i) Collection Account for the related Collection Period will be released to the Depositor; and (ii) Reserve Account for the related Collection Period will be released to the Depositor, upon the direction of the Servicer, to the extent that funds on deposit in the Reserve Account on such Payment Date, after giving effect to all withdrawals therefrom on such Payment Date, exceed the Reserve Account Required Amount. Other than as permitted in writing by the Rating Agencies with respect to the Reserve Account, funds on deposit in the Collection Account and the Reserve Account shall be invested in Eligible Investments that will mature not later than the Business Day immediately preceding the next Payment Date. Funds deposited in the Collection Account and the Reserve Account on a day that immediately precedes a Payment Date upon the maturity of any Eligible Investments are not required to be invested overnight. (e) In the event that there are Net Investment Losses in Eligible Investments chosen by the Servicer, the Servicer shall deposit into the Collection Account, no later than one Business Day prior to the Payment Date, the amount of the Net Investment Losses. The Indenture Trustee shall not be held liable in any way for any Net Investment Losses, except for losses attributable to the Indenture Trustee’s failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its commercial capacity as principal obligor and not as Indenture Trustee, in accordance with their terms. (i) The Trust shall possess all right, title and interest in all funds and investment property on deposit from time to time in or credited to the Trust Accounts and in all proceeds thereof (including all income thereon) and all such funds, investment property, proceeds and income shall be part of the Trust Estate, except as otherwise set forth herein. The Trust Accounts shall be under the sole dominion and control of the Indenture Trustee for the benefit of the Noteholders and the Certificateholders, as applicable. If, at any time, any Trust Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency may consent) establish a new Trust Account as an Eligible Deposit Account and shall transfer any cash or any investments from the account that is no longer an Eligible Deposit Account to the new Trust Account. (ii) With respect to the Trust Account Property, the Indenture Trustee agrees, by its acceptance hereof, that: (A) any Trust Account Property that is held in deposit accounts shall be held solely in the Eligible Deposit Accounts, subject to the last sentence of Section 5.01(f)(i); and each such Eligible Deposit Account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto; (B) any Trust Account Property that constitutes Physical Property shall be delivered to the Indenture Trustee in accordance with paragraph (a) of the definition herein of “Delivery” and shall be held, pending maturity or disposition, solely by the Indenture Trustee or a securities intermediary (as such term is defined in Section 8-102(a)(14) of the UCC) acting solely for the Indenture Trustee; (C) any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued book-entry registration of such Trust Account Property as described in such paragraph; (D) any Trust Account Property that is an “uncertificated security” under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Indenture Trustee in accordance with paragraph (c) of the definition herein of “Delivery” and shall be maintained by the Indenture Trustee, pending maturity or disposition, through continued registration of the Indenture Trustee’s (or its nominee’s) ownership of such security; and (E) any Trust Account Property that is a security entitlement shall be delivered in accordance with paragraph (d) of the definition herein of “Delivery” and shall be held pending maturity or disposition by the Indenture Trustee or a securities intermediary acting solely for the Indenture Trustee. (iii) The Servicer shall have the power, revocable by the Indenture Trustee or by the Owner Trustee with the consent of the Indenture Trustee, to instruct the Indenture Trustee to make withdrawals and payments from the Trust Accounts and the Certificate Distribution Account for the purpose of withdrawing any amounts deposited in error into such accounts.

  • Establishment of Account (a) The Fund hereby appoints the Custodian as the custodian of all Securities and cash at any time delivered to the Custodian to be held under this Agreement. The Custodian hereby accepts such appointment and agrees to establish and maintain one or more accounts for each Series in which the Custodian will hold Securities and cash as provided herein. Such accounts (each, an “Account,” and collectively, the “Accounts”) shall be in the name of the Fund and Series, if any. (b) The Custodian may from time to time establish on its books and records such sub-accounts within each Account as the Fund and the Custodian may agree upon (each a “Special Account”), and the Custodian shall reflect therein such assets as the Fund may specify in Instructions. (c) The Custodian may from time to time establish pursuant to a written agreement with and for the benefit of a broker, dealer, future commission merchant or other third party identified in Instructions such accounts on such terms and conditions as the Fund and the Custodian shall agree, and the Custodian shall transfer to such account such Securities and money as the Fund may specify in Instructions.

  • Investment of Accounts (a) So long as no event described in Sections 8.20(a) or (b) hereof shall have occurred and be continuing, and consistent with any requirements of the Code, all or a portion of the Accounts held by the Trustee shall be invested and reinvested by the Trustee in the name of the Trustee for the benefit of the Owners and the Certificate Insurer, as their interests may appear, directed in writing by the Servicer on the Closing Date and from time to time thereafter, in one or more Eligible Investments bearing interest or sold at a discount. During the continuance of an event described in Sections 8.20(a) or (b) hereof and following any removal of the Servicer, the Certificate Insurer shall direct such investments. No investment in any Account shall mature later than the second Business Day preceding the next Payment Date. (b) If any amounts are needed for disbursement from any Account held by the Trustee and sufficient uninvested funds are not available to make such disbursement, the Trustee shall cause to be sold or otherwise converted to cash a sufficient amount of the investments in such Account. No investments will be liquidated prior to maturity unless the proceeds thereof are needed for disbursement. (c) Subject to Section 10.1 hereof, the Trustee shall not in any way be held liable by reason of any insufficiency in any Account held by the Trustee resulting from any loss on any Eligible Investment included therein. (d) The Trustee shall hold funds in the Accounts held by the Trustee uninvested upon the occurrence of either of the following events: (i) the Servicer or the Certificate Insurer, as the case may be, shall have failed to give investment directions to the Trustee within ten days after receipt of a written request for such directions from the Trustee; or (ii) the Servicer or the Certificate Insurer, as the case may be, shall have failed to give investment directions to the Trustee with respect to any investment by the Trustee that shall mature during the ten-day period described in clause (i). (e) For purposes of investment, the Trustee shall aggregate all amounts on deposit in each Account. All income or other gain from investments in any Account shall be deposited in such Account immediately on receipt, and any loss resulting from such investments shall be charged to the Company, and upon request by the Trustee, the Company shall reimburse the Trust Estate for such losses. (f) Each institution at which the Certificate Account is maintained shall invest the funds therein in Eligible Investments, which shall mature not later than the Business Day next preceding the related Payment Date (except that if such Eligible Investment is an obligation of the institution that maintains such account, then such Eligible Investment shall mature not later than such Payment Date) and, in each case, shall not be sold or disposed of prior to its maturity. All such Eligible Investments shall be made in the name of the Trustee, for the benefit of the Owners and the Certificate Insurer. All income and gain (net of any losses) realized from any such investment of funds on deposit in the Certificate Account shall be for the benefit of the Servicer as servicing compensation and shall be remitted to it monthly as provided herein. The amount of any realized losses in the Certificate Account incurred in any such account in respect of any such investments shall promptly be deposited by the Servicer in the Certificate Account or paid to the Trustee as applicable. The Trustee in its fiduciary capacity shall not be liable for the amount of any loss incurred in respect of any investment or lack of investment of funds held in the Certificate Account and made in accordance with this Section 7.6(f). (g) The Servicer shall give notice to the Trustee, the Company, each Rating Agency, and the Certificate Insurer of any proposed change of the location of the Certificate Account not later than 30 days and not more than 45 days prior to any change thereof.

  • Investment of Account Assets a. All contributions to the custodial account shall be invested in the shares of the ▇▇▇▇▇▇▇▇ Funds or, if available, any other series of ▇▇▇▇▇▇▇▇ Funds or other regulated investment companies for which ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Capital Management serves as Investment Advisor or designates as being eligible for investment. Shares of stock of an Investment Company shall be referred to as “Investment Company Shares”. To the extent that two or more funds are available for investment, contributions shall be invested in accordance with the depositor’s investment election. b. Each contribution to the custodial account shall identify the depositor’s account number and be accompanied by a signed statement directing the investment of that contribution. The Custodian may return to the depositor, without liability for interest thereon, any contribution which is not accompanied by adequate account identification or an appropriate signed statement directing investment of that contribution. c. Contributions shall be invested in whole and fractional Investment Company Shares at the price and in the manner such shares are offered to the public. All distributions received on Investment Company Shares held in the custodial account shall be reinvested in like shares. If any distribution of Investment Company Shares may be received in additional like shares or in cash or other property, the Custodian shall elect to receive such distribution in additional like Investment Company Shares. d. All Investment Company Shares acquired by the Custodian shall be registered in the name of the Custodian or its nominee. The depositor shall be the beneficial owner of all Investment Company Shares held in the custodial account. e. The Custodian agrees to forward to the depositor each prospectus, report, notice, proxy and related proxy soliciting materials applicable to Investment Company Shares held in the custodial account received by the Custodian. By establishing or having established the custodial account, the depositor affirmatively directs the Custodian to vote any Investment Company Shares held on the applicable record date that have not been voted by the depositor prior to a shareholder meeting for which prior notice has been given. The Custodian shall vote with the management of the Investment Company on each proposal that the Investment Company’s Board of Directors has approved unanimously. If the Investment Company’s Board of Directors has not approved a proposal unanimously, the Custodian shall vote in proportion to all shares voted by the Investment Company’s shareholders. f. The depositor may, at any time, by written notice to the Custodian, redeem any number of shares held in the custodial account and reinvest the proceeds in the shares of any other Investment Company. Such redemptions and reinvestments shall be done at the price and in the manner such shares are then being redeemed or offered by the respective Investment Companies.

  • Establishment of Collateral Accounts Securities Intermediary acknowledges and agrees that: (i) it has established and is maintaining on its books and records the accounts identified on the attached Schedule 1 (each such account, together with any replacements thereof or substitutions therefor, the “Collateral Account” and such accounts, collectively, the “Collateral Accounts”) in the name of the Borrower; (ii) each Collateral Account is a “securities account” (within the meaning of Section 8-501(a) of the UCC) in respect of which Securities Intermediary is a “securities intermediary” (within the meaning of Section 8-102(a)(14) of the UCC and, with respect to any Book-Entry Security, within the meaning of Federal Book-Entry Regulations) and the Security Agent is the “entitlement holder” (within the meaning of Section 8-102(a)(7) of the UCC); provided, however, that if, notwithstanding the intention of the parties hereto, all or any portion of the Collateral Account is determined to be a “deposit account” (within the meaning of Section 9-102 of the UCC) rather than a “securities account,” then the Securities Intermediary represents, warrants, covenants and agrees that it is a “bank” (as defined in Section 9-102(a)(8) of the UCC) and will treat the Borrower as its customer (within the meaning of Section 9-104(a)(3) of the UCC) with respect to the Collateral Accounts (or portion thereof); (iii) all property delivered, or to be delivered, to Securities Intermediary pursuant to this Agreement is, and will be, promptly credited to the Collateral Accounts; (iv) it does not know of any claim to or interest in any Collateral Account or any assets or funds therein, except for claims and interests of the parties to this Agreement as set forth herein; and (v) it shall not change the name or account number of any Collateral Account without the prior written consent of the Security Agent. Except as provided in Section 2(b), Securities Intermediary agrees that it shall not take “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104(a)(2) of the UCC) with respect to the Collateral Accounts or any assets or funds therein from any Person other than the Security Agent.