Disbursements from the Revenue Account. Account Funds on deposit in or credited to the Revenue Account shall be used only for the purposes described in this Section 4.1.2. So long as no Default or Event of Default has occurred and is continuing, at least five Business Days prior to each Monthly Date (or, at the Issuers' option, Quarterly Date), the Issuers shall deliver a Disbursement Request, substantially in the form attached hereto as Exhibit A (a "Disbursement Request"), to the Collateral Agent (with a copy to the Depositary Agent) specifying the disbursements to be made from the Revenue Account on such Monthly Date or Quarterly Date, as applicable. With regard to disbursements on any date which may be either a Monthly Date or a Quarterly Date, the Issuers shall specify in the relevant Disbursement Request whether such date shall be treated as a Monthly Date or a Quarterly Date. The designation selected by the Issuers pursuant to the preceding sentence shall apply to all disbursements on such date, and in the event that the Issuers select a Quarterly Date, no Disbursement Request pertaining to disbursements from the Revenue Account shall be accepted by the Collateral Agent on the following two Monthly Dates. So long as no Default or Event of Default has occurred and is continuing at the time disbursements are to be made, the Collateral Agent shall direct the Depositary Agent to make such disbursements from the Revenue Account to the extent the Account Funds in the Revenue Account are available, in accordance with the following priority (each, a "Waterfall Level"), on such Monthly Date or Quarterly Date, as applicable: First, transfer to the Operating Account an amount equal to all Operating Expenses then due and payable or reasonably expected to be due and payable in the next month or quarter, as applicable (including the purchase price payable by MSW Holdings at the closing of the acquisition of Duke Erie, and any purchase price adjustment, pursuant to Section 2.3 of the Equity Purchase Agreement to the extent funds therefor have not been deposited in the Reserve Account at the closing of the Offering, minus amounts then on deposit in the Operating Account; Second, transfer to the Senior Notes Interest Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Senior Notes Interest Payment Account to equal the interest on (i) the Notes and (ii) any ARC Acquisition Indebtedness, in each case, due and payable both on the next succeeding Interest Payment Date, and on the next succeeding interest payment date for such ARC Acquisition Indebtedness, unless such Monthly Date or Quarterly Date is an Interest Payment Date or an interest payment date for such ARC Acquisition Indebtedness, in which case the "next succeeding" date shall be deemed to be such Monthly Date or Quarterly Date for purposes of calculating amounts to be transferred to the Senior Notes Interest Payment Account; Third, transfer to the Duke Essex Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Account to equal the amount reasonably expected to be due and payable to Duke Capital Corporation pursuant to Section 2.01 of the Duke Essex Side Agreement (including deferred amounts) on the next Deposit Date, or such other date on which payment is required pursuant to Section 2.01(f) of the Duke Essex Side Agreement; Fourth, transfer to the Letter of Credit Account such amount as is required to cause the amount of Account Funds on deposit in the Letter of Credit Account to equal the aggregate of all fees and other costs that has become due or will become due and payable in connection with the letter(s) of credit (and the associated reimbursement agreement(s), if any) required pursuant to Section 2.4 of the Equity Contribution Agreement during the calendar quarter next following the calendar quarter in which such Monthly Date or Quarterly Date, as applicable, falls; Fifth, transfer to the Duke Essex Payment Reserve Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Reserve Account to equal the Duke Reserve Fund Payment that will become due and payable on the next succeeding Deposit Date, or such other date on which payment is required pursuant to Section 3(c) of the Duke Essex Escrow Agreement, if applicable; and Sixth, transfer to the MSW Distribution Account all Account Funds remaining in the Revenue Account after completion of all disbursements described in the priorities First through Fifth above. If the Collateral Agent determines that such Disbursement Request complies with the requirements set forth in this Agreement, the Indenture and Pledge and Security Agreement, the Collateral Agent shall direct the Depositary Agent to make the withdrawals and transfers specified in such Disbursement Request on such Monthly Date or Quarterly Date, as applicable. If the Issuers fail to deliver a Disbursement Request for any Monthly Date (if the Issuers have elected to disburse funds from the Revenue Account on a monthly basis during such calendar quarter) or Quarterly Date, as applicable in accordance with this Section 4.1.2, the Collateral Agent shall direct the Depositary Agent to make the payments and transfers described in priorities First through Fifth above on such Monthly Date or Quarterly Date, as applicable. Subject to Section 4.9 hereof, all Account Funds in the Revenue Account that are not disbursed in accordance with the foregoing shall remain in the Revenue Account.
Appears in 1 contract
Disbursements from the Revenue Account. Account Funds on deposit in or credited to the Revenue Account shall be used only for the purposes described in this Section 4.1.2. So long as no Default or Event of Default has occurred and is continuing, at At least five 3 Business Days prior to each Monthly Date (oror Designated Monthly Date, at the Issuers' option, Quarterly Date)as applicable, the Issuers Issuer shall deliver a Disbursement Request, substantially in the form attached hereto as Exhibit A (Request or a "Fuel and Operating Accounts Disbursement Request"), Request to the Collateral Agent (with a copy to the Depositary Agent) , as applicable, specifying the disbursements to be made from the Revenue Account on such Monthly Date or Quarterly Designated Monthly Date, as applicable. With regard to disbursements on any date which may be either a Monthly Date or a Quarterly Date, the Issuers shall specify in the relevant Disbursement Request whether such date shall be treated as a Monthly Date or a Quarterly Date. The designation selected by the Issuers pursuant to the preceding sentence shall apply to all disbursements on such date, and in the event that the Issuers select a Quarterly Date, no Disbursement Request pertaining to disbursements from the Revenue Account shall be accepted by the Collateral Agent on accordance with the following two Monthly Dates. So long as no Default or Event of Default has occurred and is continuing at the time disbursements are to be madepriority, the Collateral Agent shall direct the Depositary Agent to make such disbursements from the Revenue Account to the extent of the Account Funds in the Revenue Account are available, in accordance with the following priority (each, a "Waterfall Level"), on such Monthly Date or Quarterly Designated Monthly Date, as applicable: FirstFirst , transfer transfer, on each Designated Monthly Date, to the Fuel Account of each Project Company an amount of immediately available funds in Dollars equal to (a) the aggregate of all Energy Transaction Costs for such Project Company's Project that are due and payable on such Designated Monthly Date or that will be due and payable prior to the next Designated Monthly Date minus (b) Available Fuel Funds on such Designated Monthly Date; Second , transfer, on each Designated Monthly Date, to the Operating Account of each Project Company an amount of immediately available funds in Dollars equal to all Operating the O&M Expenses then for such month for such Project Company that are due and payable or reasonably expected prior to be the next Designated Monthly Date in an aggregate amount of up to (a) 110% of the (x) aggregate O&M Expenses for such month for such Project Company provided in the Annual Operations Budget plus (y) any year-to-date O&M Expenses provided for in the Annual Operations Budget not used as of such Designated Monthly Date minus (b) Available Operating Funds on such Designated Monthly Date; Third , transfer, on each Designated Monthly Date, to the Energy Manager, an amount of immediately available funds in Dollars equal to the Energy Manager Fee that is due and payable in the next month or quarteron such Designated Monthly Date; Fourth , as applicable (including the purchase price payable by MSW Holdings at the closing of the acquisition of Duke Erietransfer, and any purchase price adjustment, pursuant to Section 2.3 of the Equity Purchase Agreement on each Monthly Date to the extent funds therefor have not been deposited in the Reserve Account at the closing of the Offering, minus amounts then on deposit in the Operating Account; Second, transfer Collateral Agent for payment to the Senior Notes Interest Payment Account such amount as is required to cause Secured Parties, the Trustee, the Collateral Agent and/or the Depositary Agent in accordance with the Financing Documents, an amount of Account Funds on deposit immediately available funds in the Senior Notes Interest Payment Account to Dollars equal the interest on (i) the Notes and (ii) any ARC Acquisition Indebtedness, in each case, due and payable both on the next succeeding Interest Payment Date, and on the next succeeding interest payment date for such ARC Acquisition Indebtedness, unless such Monthly Date or Quarterly Date is an Interest Payment Date or an interest payment date for such ARC Acquisition Indebtedness, in which case the "next succeeding" date shall be deemed to be such Monthly Date or Quarterly Date for purposes of calculating amounts to be transferred to the Senior Notes Interest Payment Account; Thirdaggregate of all unscheduled costs, transfer to the Duke Essex Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Account to equal the amount reasonably expected to be fees, additional premium payments and expenses that are due and payable to Duke Capital Corporation pursuant to Section 2.01 any such Persons under the Financing Documents as of the Duke Essex Side Agreement such Monthly Date (including deferred amounts) it being understood that such unscheduled costs shall not include any Swap Breakage Costs, any Redemption Premium or any indemnity payment under any Financing Document); Fifth , transfer, on the next Deposit each Monthly Date which is also a Scheduled Payment Date, or such other date on which payment is required pursuant to Section 2.01(f) of the Duke Essex Side Agreement; Fourth, transfer to the Letter Collateral Agent for payment to the Secured Parties, the Trustee, the Collateral Agent and/or the Depositary Agent in accordance with the Financing Documents, an amount of Credit Account such amount as is required immediately available funds in Dollars equal to cause the amount of Account Funds on deposit all scheduled trustee fees, collateral agent fees, depositary agent fees, premiums to XLCA in respect of the Letter of Credit Account to equal the aggregate of all fees Swap Policy and other costs scheduled fees that has become due or will become due and payable in connection with the letter(s) of credit (and the associated reimbursement agreement(s), if any) required pursuant to Section 2.4 of the Equity Contribution Agreement during the calendar quarter next following the calendar quarter in which such Monthly Date or Quarterly Date, as applicable, falls; Fifth, transfer to the Duke Essex Payment Reserve Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Reserve Account to equal the Duke Reserve Fund Payment that will become are due and payable on the next succeeding Deposit such Scheduled Payment Date; Sixth , transfer, on each Monthly Date which is also a Scheduled Payment Date, or such other date on which payment is required pursuant to Section 3(c) of the Duke Essex Escrow Agreement, if applicable; and Sixth, transfer to the MSW Distribution Account all Account Funds remaining in the Revenue Account after completion of all disbursements described in the priorities First through Fifth above. If the Collateral Agent determines that such Disbursement Request complies with the requirements set forth in this Agreement, the Indenture and Pledge and Security Agreement, the Collateral Agent shall direct the Depositary Agent to make the withdrawals and transfers specified in such Disbursement Request on such Monthly Date or Quarterly Date, as applicable. If the Issuers fail to deliver a Disbursement Request for any Monthly Date (if the Issuers have elected to disburse funds from the Revenue Account on a monthly basis during such calendar quarter) or Quarterly Date, as applicable in accordance with this Section 4.1.2, the Collateral Agent shall direct the Depositary Agent to make the payments and transfers described in priorities First through Fifth above on such Monthly Date or Quarterly Date, as applicable. Subject to Section 4.9 hereof, all Account Funds in the Revenue Account that are not disbursed in accordance with the foregoing shall remain in the Revenue Debt Payment Account.:
Appears in 1 contract
Disbursements from the Revenue Account. Account Funds on deposit in or credited to the Revenue Account shall be used only for the purposes described in this Section 4.1.2. So long as no Default or Event of Default has occurred and is continuing, at least five Business Days prior to each Monthly Date (or, at the Issuers' option, Quarterly Date), the Issuers shall deliver a Disbursement Request, substantially in the form attached hereto as Exhibit A (a "Disbursement Request"), to the Collateral Agent (with a copy to the Depositary Agent) specifying the disbursements to be made from the Revenue Account on such Monthly Date or Quarterly Date, as applicable. With regard to disbursements on any date which may be either a Monthly Date or a Quarterly Date, the Issuers shall specify in the relevant Disbursement Request whether such date shall be treated as a Monthly Date or a Quarterly Date. The designation selected by the Issuers pursuant to the preceding sentence shall apply to all disbursements on such date, and in the event that the Issuers select a Quarterly Date, no Disbursement Request pertaining to disbursements from the Revenue Account shall be accepted by the Collateral Agent on the following two Monthly Dates. So long as no Default or Event of Default has occurred and is continuing at the time disbursements are to be made, the Collateral Agent shall direct the Depositary Agent to make such disbursements from the Revenue Account to the extent the Account Funds in the Revenue Account are available, in accordance with the following priority (each, a "Waterfall Level"), on such Monthly Date or Quarterly Date, as applicable: First, transfer to the Operating Account an amount equal to all Operating Expenses and all Permitted Payments to Parents, in each case, then due and payable or reasonably expected to be due and payable in the next month or quarter, as applicable (including the purchase price payable by MSW Holdings at the closing of the acquisition of Duke Erie, and any purchase price adjustment, pursuant to Section 2.3 [2.12] of the Equity Purchase Agreement [Merger Agreement] to the extent funds therefor have not been deposited in the Reserve Account at the closing of the Offering, minus amounts then on deposit in the Operating Account; Second, transfer to the Senior Notes Interest Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Senior Notes Interest Payment Account to equal the interest on (i) the Notes and (ii) any ARC Acquisition Indebtedness, in each case, due and payable both on the next succeeding Interest Payment Date, and on the next succeeding interest payment date for such ARC Acquisition Indebtedness, unless such Monthly Date or Quarterly Date is an Interest Payment Date or an interest payment date for such ARC Acquisition IndebtednessDate, in which case the "next succeeding" date shall be deemed to be such Monthly Date or Quarterly Date for purposes of calculating amounts to be transferred to the Senior Notes Interest Payment Account; Third, transfer to the Duke Essex Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Account to equal the amount reasonably expected to be due and payable to Duke Capital Corporation pursuant to Section 2.01 of the Duke Essex Side Agreement (including deferred amounts) on the next Deposit Date, or such other date on which payment is required pursuant to Section 2.01(f) of the Duke Essex Side Agreement; Fourth, transfer to the Letter of Credit Account such amount as is required to cause the amount of Account Funds on deposit in the Letter of Credit Account to equal the aggregate of all fees and other costs that has become due or will become due and payable in connection with the letter(s) of credit (and the associated reimbursement agreement(s), if any) required pursuant to Section 2.4 of the Equity Contribution Agreement during the next two calendar quarter next quarters following the calendar quarter in which such Monthly Date or Quarterly Date, as applicable, falls; Fifth, transfer to falls (regardless of whether the Duke Essex Payment Reserve Account obligor under such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Reserve Account to equal the Duke Reserve Fund Payment that will become due and payable on the next succeeding Deposit Date, or such other date on which payment is required pursuant to Section 3(cletter(s) of the Duke Essex Escrow Agreement, if applicablecredit is MSW Energy II or one or more of MSW Energy II's direct or indirect parent entities); and SixthFourth, transfer to the MSW Energy II Distribution Account all Account Funds remaining in the Revenue Account after completion of all disbursements described in the priorities First through Fifth Third above. If the Collateral Agent determines that such Disbursement Request complies with the requirements set forth in this Agreement, the Indenture and Pledge and Security Agreement, the Collateral Agent shall direct the Depositary Agent to make the withdrawals and transfers specified in such Disbursement Request on such Monthly Date or Quarterly Date, as applicable. If the Issuers fail to deliver a Disbursement Request for any Monthly Date (if the Issuers have elected to disburse funds from the Revenue Account on a monthly basis during such calendar quarter) or Quarterly Date, as applicable in accordance with this Section 4.1.2, the Collateral Agent shall direct the Depositary Agent to make the payments and transfers described in priorities First through Fifth Third above on such Monthly Date or Quarterly Date, as applicable. Subject to Section 4.9 4.7 hereof, all Account Funds in the Revenue Account that are not disbursed in accordance with the foregoing shall remain in the Revenue Account.
Appears in 1 contract
Samples: Uae Ref Fuel Ii Corp
Disbursements from the Revenue Account. Account Funds on deposit in or credited to the Revenue Account shall be used only for the purposes described in this Section 4.1.2. So long as no Default or Event of Default has occurred and is continuing, at At least five 3 Business Days prior to each Monthly Date (oror Designated Monthly Date, at the Issuers' option, Quarterly Date)as applicable, the Issuers Issuer shall deliver a Disbursement Request, substantially in the form attached hereto as Exhibit A (Request or a "Fuel and Operating Accounts Disbursement Request"), Request to the Collateral Agent (with a copy to the Depositary Agent) , as applicable, specifying the disbursements to be made from the Revenue Account on such Monthly Date or Quarterly Designated Monthly Date, as applicable. With regard , in accordance with the following priority, to disbursements the extent of the Account Funds in the Revenue Account on any date which may be either a such Monthly Date or a Quarterly Designated Monthly Date, as applicable: First , transfer, on each Designated Monthly Date, to the Issuers shall specify Fuel Account of each Project Company an amount of immediately available funds in Dollars equal to (a) the relevant Disbursement Request whether aggregate of all Energy Transaction Costs for such date shall be treated as a Project Company's Project that are due and payable on such Designated Monthly Date or a Quarterly Date. The designation selected by the Issuers pursuant that will be due and payable prior to the preceding sentence next Designated Monthly Date minus (b) Available Fuel Funds on such Designated Monthly Date; Second , transfer, on each Designated Monthly Date, to the Operating Account of each Project Company an amount of immediately available funds in Dollars equal to the O&M Expenses for such month for such Project Company that are due and payable prior to the next Designated Monthly Date in an aggregate amount of up to (a) 110% of the (x) aggregate O&M Expenses for such month for such Project Company provided in the Annual Operations Budget plus (y) any year-to-date O&M Expenses provided for in the Annual Operations Budget not used as of such Designated Monthly Date minus (b) Available Operating Funds on such Designated Monthly Date; 11 <PAGE> Third , transfer, on each Designated Monthly Date, to the Energy Manager, an amount of immediately available funds in Dollars equal to the Energy Manager Fee that is due and payable on such Designated Monthly Date; Fourth , transfer, on each Monthly Date to the Collateral Agent for payment to the Secured Parties, the Trustee, the Collateral Agent and/or the Depositary Agent in accordance with the Financing Documents, an amount of immediately available funds in Dollars equal to the aggregate of all unscheduled costs, fees, additional premium payments and expenses that are due and payable to any such Persons under the Financing Documents as of such Monthly Date (it being understood that such unscheduled costs shall apply not include any Swap Breakage Costs, any Redemption Premium or any indemnity payment under any Financing Document); Fifth , transfer, on each Monthly Date which is also a Scheduled Payment Date, to the Collateral Agent for payment to the Secured Parties, the Trustee, the Collateral Agent and/or the Depositary Agent in accordance with the Financing Documents, an amount of immediately available funds in Dollars equal to the amount of all scheduled trustee fees, collateral agent fees, depositary agent fees, premiums to XLCA in respect of the Swap Policy and other scheduled fees that are due and payable on such Scheduled Payment Date; Sixth , transfer, on each Monthly Date which is also a Scheduled Payment Date, to the Debt Payment Account: (A) if such Scheduled Payment Date is not the penultimate Scheduled Payment Date, an amount of Account Funds equal to the difference, if any, between (a) Scheduled Debt Service due and payable on such Scheduled Payment Date less (b) the amount of funds on deposit in the Debt Payment Account on such Scheduled Payment Date; or (B) if such Scheduled Payment Date is the penultimate Scheduled Payment Date, an amount of Account Funds equal to the difference, if any, between (a) Scheduled Debt Service due and payable on such Scheduled Payment Date plus Scheduled Debt Service due and payable on the Final Scheduled Payment Date and (b) the amount of funds on deposit in the Debt Payment Account on such Scheduled Payment Date; Seventh , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, to XLCA an amount of immediately available funds in Dollars equal to the Accrued Insurer Loss Amount (Swap) (if any) as of such Annual Scheduled Payment Date (after giving effect to all disbursements reimbursements to XLCA made on or prior to such Annual Scheduled Payment Date); Eighth , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, to XLCA an amount of immediately available funds in Dollars equal to the Accrued Insurer Loss Amount (Bond) (if any) as of such Annual 12 <PAGE> Scheduled Payment Date (after giving effect to all reimbursements to XLCA made on or prior to such Annual Scheduled Payment Date); Ninth , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, to the Collateral Agent for payment to the Secured Parties, pro rata based on the amount then owed to each Secured Party under the Financing Documents, an amount of immediately available funds in Dollars equal to the aggregate of all other amounts that are due and payable to the Secured Parties under the Financing Documents as of such Annual Scheduled Payment Date and are not covered by any of priorities First through Eighth above (it being understood that such other amounts shall include any Swap Breakage Costs, any Redemption Premium and any indemnity payment under any Financing Document (to the extent not included in the foregoing) then due and payable); Tenth , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date to the Major Maintenance Reserve Account, an amount of Account Funds equal to the Major Maintenance Reserve Amount as of such Annual Scheduled Payment Date; Eleventh , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, to the Corporate Services Payment Account an amount of Account Funds equal to the Corporate Services Annual Fee as of such Annual Scheduled Payment Date; Twelfth , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, to the Debt Service Reserve Account an amount of Account Funds equal to (a) the Debt Service Reserve Amount as of such Annual Scheduled Payment Date minus (b) the amount of Available Debt Service Reserve Funds on such dateAnnual Scheduled Payment Date; Thirteenth , and in the event that the Issuers select a Quarterly transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, no Disbursement Request pertaining to disbursements from the Corporate Service Payment Account an amount of Account Funds equal to the Corporate Services Accumulation Amount as of such Annual Scheduled Payment Date; and Fourteenth , transfer, on each Monthly Date which is also an Annual Scheduled Payment Date, Account Funds remaining in the Revenue Account shall be accepted by after giving effect to the Collateral Agent on disbursements described in priorities First through Thirteenth above (A) to the following two Monthly DatesDistribution Account, if the Distribution Test is satisfied as of the Determination Date immediately prior to such Annual Scheduled Payment Date or (B) to the Excess Cash Flow Account, if the Distribution Test is not satisfied as of the Determination Date immediately prior to such Annual Scheduled Payment Date. So long as Upon receipt of such Disbursement Request or Fuel and Operating Accounts Disbursement Request, and if no Default or Issuer Event of Default has occurred and is continuing at the time the disbursements are made (unless otherwise directed by the Controlling Party pursuant to be madethe 13 <PAGE> Common Agreement), the Collateral Agent shall direct provide a copy of such Disbursement Request or Fuel and Operating Accounts Disbursement Request to the Depositary Agent to make such disbursements from the Revenue Account to the extent the Account Funds in the Revenue Account are available, in accordance with the following priority (each, a "Waterfall Level"), on such Monthly Date or Quarterly Date, as applicable: First, transfer to the Operating Account an amount equal to all Operating Expenses then due and payable or reasonably expected to be due and payable in the next month or quarter, as applicable (including the purchase price payable by MSW Holdings at the closing of the acquisition of Duke Erie, and any purchase price adjustment, pursuant to Section 2.3 of the Equity Purchase Agreement to the extent funds therefor have not been deposited in the Reserve Account at the closing of the Offering, minus amounts then on deposit in the Operating Account; Second, transfer to the Senior Notes Interest Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Senior Notes Interest Payment Account to equal the interest on (i) the Notes and (ii) any ARC Acquisition Indebtedness, in each case, due and payable both on the next succeeding Interest Payment Date, and on the next succeeding interest payment date for such ARC Acquisition Indebtedness, unless such Monthly Date or Quarterly Date is an Interest Payment Date or an interest payment date for such ARC Acquisition Indebtedness, in which case the "next succeeding" date shall be deemed to be such Monthly Date or Quarterly Date for purposes of calculating amounts to be transferred to the Senior Notes Interest Payment Account; Third, transfer to the Duke Essex Payment Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Account to equal the amount reasonably expected to be due and payable to Duke Capital Corporation pursuant to Section 2.01 of the Duke Essex Side Agreement (including deferred amounts) on the next Deposit Date, or such other date on which payment is required pursuant to Section 2.01(f) of the Duke Essex Side Agreement; Fourth, transfer to the Letter of Credit Account such amount as is required to cause the amount of Account Funds on deposit in the Letter of Credit Account to equal the aggregate of all fees and other costs that has become due or will become due and payable in connection with the letter(s) of credit (and the associated reimbursement agreement(s), if any) required pursuant to Section 2.4 of the Equity Contribution Agreement during the calendar quarter next following the calendar quarter in which such Monthly Date or Quarterly Date, as applicable, falls; Fifth, transfer to the Duke Essex Payment Reserve Account such amount as is required to cause the amount of Account Funds on deposit in the Duke Essex Payment Reserve Account to equal the Duke Reserve Fund Payment that will become due and payable on the next succeeding Deposit Date, or such other date on which payment is required pursuant to Section 3(c) of the Duke Essex Escrow Agreement, if applicable; and Sixth, transfer to the MSW Distribution Account all Account Funds remaining in the Revenue Account after completion of all disbursements described in the priorities First through Fifth above. If the Collateral Agent determines that such Disbursement Request complies with the requirements set forth in this Agreement, the Indenture and Pledge and Security Agreement, the Collateral Agent shall direct the Depositary Agent to make the withdrawals and transfers disbursements specified in such Disbursement Request on such Monthly Date or Quarterly Date, as applicableFuel and Operating Accounts Disbursement Request. If the Issuers fail to deliver a Disbursement Request for any Monthly Date (if the Issuers have elected to disburse funds from the Revenue Account on a monthly basis during such calendar quarter) or Quarterly Date, as applicable in accordance with this Section 4.1.2, the Collateral Agent shall direct the Depositary Agent to make the payments and transfers described in priorities First through Fifth above on such Monthly Date or Quarterly Date, as applicable. Subject to Section 4.9 hereof, all All Account Funds in the Revenue Account that are not disbursed in accordance with the foregoing shall remain in the Revenue Account.. If the Issuer fails to deliver a Disbursement Request for any Monthly Date in accordance with this Section 4.1.2, the Collateral Agent shall provide notice thereof prior to such Monthly Date to the Controlling Party under the Common Agreement and shall, unless otherwise instructed by the Controlling Party under the Common Agreement, direct the Depositary Agent to make the disbursements described in priorities Fourth through Twelfth above on such Monthly Date in an amount to be determined by the Controlling Party. The Collateral Agent shall be required to transfer Account Funds on deposit in the Distribution Account to the Revenue Account on any Monthly Date upon which insufficient funds are available in the Revenue Account to make the required transfers provided in this Section 4.1.2 to the extent of such insufficiency. 4.2
Appears in 1 contract
Samples: Deposit Agreement
