Common use of Disposition of Revenues Clause in Contracts

Disposition of Revenues. 3.1 All revenues and other payments received by Seller under the Power Purchase Agreement (the "SCE Payments") shall be held in a separate bank account in trust for the benefit of the Series B Partnership and Zond. The Series B Partnership and Zond acknowledge that all SCE Payments received by Seller under the Purchase Power Agreement will initially be paid by Edison to Zond in Zond's capacity as Project Manager. The Series B Partnership and Zond agree that, as between the Series B Partnership and Zond, such SCE Payments allocated herein to the Series B Partnership are the sole property of the Series B Partnership, that Zond has no right, title or interest in or to such SCE Payments and that Zond holds such SCE Payments in trust solely as agent for the Series B Partnership, to be paid over to the Series B Partnership by Zond as provided herein. 3.2 The gross revenues for energy and capacity delivered to Edison during each monthly billing period under the Power Purchase Agreement shall be allocated between the Series B Partnership and Zond on the basis of the production of electric power generated by each of the Partnership Turbines and Zond Turbines, respectively, as measured by the individual kilowatt hour meter for each turbine during the relevant period for which such payment is made, subject to the terms and conditions of the Power Purchase Agreement, including, without limitation, the provisions for application of a loss compensation factor. 3.3 Promptly after receipt of each monthly SCE Payment, Zond will allocate such payment between the Series B Partnership and Zond in accordance with Section 3.2 above. Zond will provide a written statement and accounting of the allocation made as to each SCE Payment. If the Series B Partnership disputes the allocation of a SCE Payment, the disputed amount(s) shall be held by Zond in a separate escrow account for future disposition once Zond and the Series B Partnership have reached agreement on its proper allocation or the dispute is otherwise resolved. The Series B Partnership and Zond agree that if the allocation of disputed amounts cannot be resolved between them, such allocation shall be determined by an independent certified public accountant mutually acceptable to both parties. If the parties are unable to agree upon the selection of a certified public accountant to determine the allocation of such disputed amounts, such allocation shall be determined pursuant to an arbitration proceeding, as set forth below. 3.4 Any reductions in, or adjustment or refund of, the amount(s) payable by Edison under the Power Purchase Agreement shall be allocated to the Zond Turbines in the same proportion which the aggregate rated capacity of the Zond Turbines bears to the total aggregate rated capacity of the Partnership Turbines and the Zond Turbines (herein the "Zond Proportionate Share").

Disposition of Revenues. 3.1 All revenues and other payments received by Seller under the Power Purchase Agreement (the "SCE Payments") shall be held in a separate bank account in trust for the benefit of the Series B A Partnership and Zond. The Series B A Partnership and Zond acknowledge that all SCE Payments received by Seller under the Purchase Power Agreement will initially be paid by Edison to Zond in Zond's capacity as Project Manager. The Series B A Partnership and Zond agree that, as between the Series B A Partnership and Zond, such SCE Payments allocated herein to the Series B A Partnership are the sole property of the Series B A Partnership, that Zond has no right, title or interest in or to such SCE Payments and that Zond holds such SCE Payments in trust solely as agent for the Series B A Partnership, to be paid over to the Series B A Partnership by Zond as provided herein. 3.2 The gross revenues for energy and capacity delivered to Edison during each monthly billing period under the Power Purchase Agreement shall be allocated between the Series B A Partnership and Zond on the basis of the production of electric power generated by each of the Partnership Turbines and Zond Turbines, respectively, as measured by the individual kilowatt hour meter for each turbine during the relevant period for which such payment is made, subject to the terms and conditions of the Power Purchase Agreement, including, without limitation, the provisions for application of a loss compensation factor. 3.3 Promptly after receipt of each monthly SCE Payment, Zond will allocate such payment between the Series B A Partnership and Zond in accordance with Section 3.2 above. Zond will provide a written statement and accounting of the allocation made as to each SCE Payment. If the Series B A Partnership disputes the allocation of a SCE Payment, the disputed amount(s) shall be held by Zond in a separate escrow account for future disposition once Zond and the Series B A Partnership have reached agreement on its proper allocation or the dispute is otherwise resolved. The Series B A Partnership and Zond agree that if the allocation of disputed amounts cannot be resolved between them, such allocation shall be determined by an independent certified public accountant mutually acceptable to both parties. If the parties are unable to agree upon the selection of a certified public accountant to determine the allocation of such disputed amounts, such allocation shall be determined pursuant to an arbitration proceeding, as set forth below. 3.4 Any reductions in, or adjustment or refund of, the amount(s) payable by Edison under the Power Purchase Agreement shall be allocated to the Zond Turbines in the same proportion which the aggregate rated capacity of the Zond Turbines bears to the total aggregate rated capacity of the Partnership Turbines and the Zond Turbines (herein the "Zond Proportionate Share").