Common use of Commitment Account Clause in Contracts

Commitment Account. The General Partner may permit any Partner to fund as of any date an amount up to such Partner’s Available Commitment as of such date into an escrow account or other separate account of the Partnership to be held in respect of such Partner separate and apart from any other assets of the Partnership (the “Commitment Account”), to be held by the Partnership until released in accordance with this Section 3.1(f). Each Partner agrees that any Commitment Account held in respect of its Interest shall be governed by an escrow agreement (the “Escrow Agreement”) substantially similar to the Form of Escrow Agreement attached hereto as Exhibit A. Any Partner may at any time, with two (2) Business Days prior written notice to the General Partner, elect to establish a Commitment LC pursuant to Section 3.1(g), and the General Partner shall thereafter return to such Partner all funds remaining in the related Commitment Account in accordance with clause (vi), below. (i) On each Capital Call Payment Date, the General Partner shall transfer from each Commitment Account to the Partnership’s general account an amount equal to the Capital Contribution specified in the Funding Notice to the related Partner (each such transfer, a “Commitment Account Draw”), provided, that such funds are available for release from escrow in accordance with the Escrow Agreement. (ii) Except as provided in this Section 3.1(f), each Commitment Account Draw shall be subject to all terms and conditions provided in this Agreement applicable to the obligation of the related Partner to fund any Capital Contribution, including the provisions of Section 3.1(a)-3.1(e) hereof, in each case as modified by any applicable side letter or similar agreement entered into with such Partner pursuant to Section 12.21 hereof. Each Commitment Account Draw shall be deemed to be a Capital Contribution and Invested Capital for all purposes of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, no amount funded by such Partner into the related Commitment Account shall be deemed Invested Capital or a Capital Contribution with respect to such Partner or included in the Capital Account of such Partner until (and to the extent of) a Capital Call Payment Date and a Commitment Account Draw. (iii) Amounts that would otherwise be returned pursuant to Section 3.1(e) or 3.3(d) hereof to a Partner, in respect of which the Partnership holds a Commitment Account, shall be returned to such Commitment Account. (iv) Funds in the Commitment Account held by the Partnership in respect of any Partner shall be invested in Temporary Investments in the discretion of the General Partner until transferred as Commitment Account Draws or returned to the related Partner, in each case in accordance with this Section 3.1(f). Notwithstanding the foregoing sentence, such Partner may direct the particular Temporary Investments in which funds in the related Commitment Account may be invested or that funds in the related Commitment Account be invested in other investments, provided, in each case, such investments are permitted under the Restructuring Proposal and reasonably acceptable to the General Partner. Any interest or other returns on such Temporary Investments or other investments shall be distributed only to the related Partner and on a quarterly basis. (v) The Partnership shall return all funds remaining in each Commitment Account, if any, to the related Partner on the earliest of (A) the date on which a Commitment LC is established in respect of such Partner or such Partner requires such funds in connection with the establishment of such Commitment LC, (B) the date on which the release conditions have been satisfied in the applicable Escrow Agreement and (C) the date of dissolution of the Partnership. (vi) Amounts in the Commitment Account held in respect of any Partner shall be solely for the benefit of such Partner. For the avoidance of doubt, funds in a Commitment Account shall not be available for any purpose other than to satisfy Commitment Account Draws on such Capital Call Payment Dates and in the amounts of such Capital Contributions, as the Partnership would otherwise determine applicable to the related Partner if no Commitment Account were held in respect of such Partner.

Commitment Account. The General Partner Managing Member may permit any Partner Member to fund as of any date an amount up to such PartnerMember’s Available Commitment as of such date into an escrow account or other separate account of the Partnership Company to be held in respect of such Partner Member separate and apart from any other assets of the Partnership Company (the “Commitment Account”), to be held by the Partnership Company until released in accordance with this Section 3.1(f). Each Partner Member agrees that any Commitment Account held in respect of its Interest shall be governed by an escrow agreement (the “Escrow Agreement”) substantially similar to the Form of Escrow Agreement attached hereto as Exhibit A. Any Partner Member may at any time, with two (2) Business Days prior written notice to the General PartnerManaging Member, elect to establish a Commitment LC pursuant to Section 3.1(g), and the General Partner Managing Member shall thereafter return to such Partner Member all funds remaining in the related Commitment Account in accordance with clause (vi), below. (i) On each Capital Call Payment Date, the General Partner Managing Member shall transfer from each Commitment Account to the PartnershipCompany’s general account an amount equal to the Capital Contribution specified in the Funding Notice to the related Partner Member (each such transfer, a “Commitment Account Draw”), provided, provided that such funds are available for release from escrow in accordance with the Escrow Agreement. (ii) Except as provided in this Section 3.1(f), each Commitment Account Draw shall be subject to all terms and conditions provided in this Agreement applicable to the obligation of the related Partner Member to fund any Capital Contribution, including the provisions of Section 3.1(a)-3.1(e) hereof, in each case as modified by any applicable side letter or similar agreement entered into with such Partner Member pursuant to Section 12.21 hereof. Each Commitment Account Draw shall be deemed to be a Capital Contribution and Invested Capital for all purposes of this Agreement; provided, however, that, notwithstanding anything to the contrary herein, no amount funded by such Partner Member into the related Commitment Account shall be deemed Invested Capital or a Capital Contribution with respect to such Partner Member or included in the Capital Account of such Partner Member until (and to the extent of) a Capital Call Payment Date and a Commitment Account Draw. (iii) Amounts that would otherwise be returned pursuant to Section 3.1(e) or 3.3(d) hereof to a PartnerMember, in respect of which the Partnership Company holds a Commitment Account, shall be returned to such Commitment Account. (iv) Funds in the Commitment Account held by the Partnership Company in respect of any Partner Member shall be invested in Temporary Investments in the discretion of the General Partner Managing Member until transferred as Commitment Account Draws or returned to the related PartnerMember, in each case in accordance with this Section 3.1(f). Notwithstanding the foregoing sentence, such Partner Member may direct the particular Temporary Investments in which funds in the related Commitment Account may be invested or that funds in the related Commitment Account be invested in other investments, provided, in each case, such investments are permitted under the Restructuring Proposal and reasonably acceptable to the General PartnerManaging Member. Any interest or other returns on such Temporary Investments or other investments shall be distributed only to the related Partner Member and on a quarterly basis. (v) The Partnership Company shall return all funds remaining in each Commitment Account, if any, to the related Partner Member on the earliest of (A) the date on which a Commitment LC is established in respect of such Partner Member or such Partner Member requires such funds in connection with the establishment of such Commitment LC, (B) the date on which the release conditions have been satisfied in the applicable Escrow Agreement and (C) the date of dissolution of the PartnershipCompany. (vi) Amounts in the Commitment Account held in respect of any Partner Member shall be solely for the benefit of such PartnerMember. For the avoidance of doubt, funds in a Commitment Account shall not be available for any purpose other than to satisfy Commitment Account Draws on such Capital Call Payment Dates and in the amounts of such Capital Contributions, as the Partnership Company would otherwise determine applicable to the related Partner Member if no Commitment Account were held in respect of such PartnerMember.