Trust Accounts (a) On or prior to the Closing Date, for the benefit of the Noteholders and the Certificateholders, as applicable, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Indenture Trustee, the Trust Accounts (other than the Reserve Account) as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Noteholders and the Certificateholders, as applicable.
(b) On or prior to the Closing Date, the Issuing Entity shall cause the Servicer to establish and maintain with the Account Bank and in the name of the Issuing Entity, the Reserve Account as provided in Section 5.01 of the Sale and Servicing Agreement, bearing a designation clearly indicating that funds deposited therein are held for the benefit of the Issuing Entity.
(c) On or before each Payment Date, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall make, or shall cause the Account Bank to make, all withdrawals and deposits to the Collection Account, Note Distribution Account and Reserve Account and shall make all distributions to Certificateholders in accordance with Sections 5.06 and 5.07 of the Sale and Servicing Agreement.
(d) Except as otherwise provided in paragraph (e) below, on each Payment Date and Redemption Date, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account, other than amounts deposited in the Note Distribution Account pursuant to Section 5.01(d) of the Sale and Servicing Agreement, and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in respect of the Notes to the extent of amounts due and unpaid on the Notes for principal and interest (including any premium) in the following amounts:
(i) to the Holders of Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes;
(ii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes;
(iii) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes;
(iv) to the Holders of the Class A Notes, the Class B Notes and the Class C Notes, all amounts allocated to such Holders in respect of principal on the Notes will be paid to the Holders of the Class A Notes, Class B Notes and Class C Notes in the following order of priority:
(A) to the Class A-1 Notes until they are paid in full; then
(B) to the Class A-2 Notes, pro rata to the Class A-2a Notes and the Class A-2b Notes based upon the aggregate Outstanding Amount of such Class, until they are paid in full; then
(C) to the Class A-3 Notes until they are paid in full; then
(D) to the Class A-4 Notes until they are paid in full; then
(E) to the Class B Notes until they are paid in full; and then
(F) to the Class C Notes until they are paid in full. In addition, on the Final Scheduled Payment Date for any Class of Notes, if the Outstanding Amount of any Class of Notes remains greater than zero, in accordance with the instructions of the Servicer, based on the information contained in the Servicer’s Certificate delivered on the related Payment Determination Date pursuant to Section 4.09 of the Sale and Servicing Agreement, the Indenture Trustee shall, or shall cause the Account Bank to, apply funds from the Reserve Account to repay the Outstanding Amount of such Class of Notes in full.
(e) In the event the Notes are declared to be due and payable following the occurrence of an Event of Default, the Indenture Trustee shall, or shall cause the Account Bank to, distribute all amounts on deposit in the Note Distribution Account and allocated pursuant to Section 5.06 of the Sale and Servicing Agreement to Noteholders in the following order of priority: (i) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of interest on the Class A Notes pro rata based upon the aggregate amount of accrued and unpaid interest due and payable to the Holders of such Notes; (ii) to the Holders of the Class A Notes, all amounts allocated to such Holders in respect of principal on the Class A Notes, first to the Holders of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero, then to the Holders of the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, pro rata, until paid in full; (iii) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of interest on the Class B Notes; (iv) to the Holders of the Class B Notes, all amounts allocated to such Holders in respect of principal on the Class B Notes, until paid in full; (v) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of interest on the Class C Notes; and (vi) to the Holders of the Class C Notes, all amounts allocated to such Holders in respect of principal on the Class C Notes, until paid in full. If the Outstanding Amount of any Class of Notes remains greater than zero after application of clauses (i), (ii), (iii), (iv), (v) and (vi) above, the Indenture Trustee shall apply funds from the Reserve Account in the same order of priority as described above to repay the Outstanding Amount of such Class of Notes in full.
Trust Account Proceeds Prior to the liquidation of the Trust Account in the event the Company has not completed a Business Combination as required by its Charter Documents (the “Termination Date”), interest income on the funds held in the Trust Account may be released to the Company from the Trust Account in accordance with the terms of the Trust Agreement to pay any taxes incurred by the Company, all as more fully described in the Prospectus.
Trust Account (i) The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon the IPO Closing. The Purchaser, for itself and its affiliates, hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
(ii) The Purchaser hereby agrees that it shall have no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the property or any monies in the Trust Account, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.
Collateral Accounts (a) The Trustee is authorized to receive any funds for the benefit of the Holders distributed under, and in accordance with, the Collateral Documents, and to make further distributions of such funds to the Holders according to the provisions of this Indenture, the Collateral Documents and the Intercreditor Agreement.
(b) Prior to the Issue Date, the Trustee shall have established the Collateral Accounts, which shall at all times hereafter until this Indenture shall have terminated, be maintained with, and under the sole control of, the Trustee. The Collateral Accounts shall be trust accounts and shall be established and maintained by the Trustee at one of its corporate trust offices (which may include the New York corporate trust office) and all Collateral shall be credited thereto. All cash and Cash Equivalents received by the Trustee from Asset Dispositions of Collateral, Recovery Events, Asset Swaps involving the transfer of Collateral, foreclosures of or sales of the Collateral, issuances of Additional Securities and other awards or proceeds pursuant to the Collateral Documents, including earnings, revenues, rents, issues, profits and income from the Collateral received pursuant to the Collateral Documents, shall be deposited in the First Priority Collateral Account, in the case of proceeds from First Priority Collateral, or in the Second Priority Collateral Account, in the case of proceeds from Second Priority Collateral, and thereafter shall be held, applied and/or disbursed by the Trustee in accordance with the terms of this Indenture (including, without limitation, Section 2.1(a), Section 3.5, Section 6.10 and Section 11.8(a). In connection with any and all deposits to be made into the Collateral Accounts under this Indenture, the Collateral Documents or the Intercreditor Agreement, the Trustee and/or the Collateral Agent, as applicable, shall receive an Officers’ Certificate identifying which Collateral Account shall receive such deposit and directing the Trustee and/or the Collateral Agent to make such deposit.
(c) Pending the distribution of funds in the Collateral Account in accordance with the provisions hereof and provided that no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to invest such funds in Cash Equivalents specified in such direction, such investments to mature by the times such funds are needed hereunder and such direction to certify that such funds constitute Cash Equivalents and that no Event of Default shall have occurred and be continuing. So long as no Event of Default shall have occurred and be continuing, the Company may direct the Trustee to sell, liquidate or cause the redemption of any such investments, such direction to certify that no Event of Default shall have occurred and be continuing. Any gain or income on any investment of funds in the Collateral Account shall be credited to the Collateral Account. The Trustee shall have no liability for any loss incurred in connection with any investment or any sale, liquidation or redemption thereof made in accordance with the provisions of this Section 11.8(c).
Reserve Accounts All unexpended funds in project reserve accounts shall remain with the Project to be used for the benefit of the property and/or its residents. The minimum replacement reserve deposit for projects shall be $ per unit per year. The on- going funding of the replacement reserve in this amount is a requirement of this Agreement during the Compliance Period, and the Owner shall maintain these reserves in a segregated account. Funds in the replacement reserve shall only be used for capital improvements or repairs. An operating reserve shall be funded in an amount equal to three months of estimated operating expenses and debt service under stabilized occupancy. Additional funding will be required only if withdrawals result in a reduction of the operating reserve account balance to 50% or less of the originally funded amount. An equal, verified operating reserve requirement of any other debt or equity source may be used as a substitute, and the reserve may be released following achievement of a minimum annual debt service ratio of 1.15 for three consecutive years following stabilized occupancy only to pay deferred developer fee. Upon Committee approval, operating reserve amounts in excess of industry norms may be considered “reasonable costs,” for purposes of this subsection, only for homeless assistance projects under the Non- Profit Set-Aside, as described in Section 10315(b), Special Needs projects, HOPE VI projects, or project based Section 8 projects. The original Sources and Uses budget and the final cost certification shall demonstrate the initial and subsequent funding of the operating reserves.
