Equity Account. (a) On each Restricted Payment Date, subject to Section 4.13, the Collateral Agent shall transfer, from the funds on deposit in each subaccount of the Equity Account, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such Restricted Payment Date the following amounts in the following order of priority: FIRST, either: (i) into the applicable subaccount of the Subordinated Rent Payment Account, if the conditions to the payments of the Equity Portion of Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, an amount payable with respect to the Equity Portion of Basic Lease Rent plus all Excepted Payments, if any, due and payable under the applicable Facility Lease on the Restricted Payment Date, together with the amount of all deficiencies, if any, with respect to all payments required in all prior months, as certified in the Request Letter; or (ii) into the applicable subaccount of the Supplemental Equity Account, if the conditions to the payments of the Equity Portion of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are not satisfied, in the amount by which the sum of the balances in the applicable subaccount in each of the Revenue Account, the Senior Rent Payment Account, the Recovery Event Proceeds Account and the Equity Account exceeds the sum of all Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent under the applicable Facility Lease minus the Owner Lessor Percentage of $1 million, as certified the Request Letter; SECOND, into the applicable subaccount of the Subordinated Reserve Account, an amount equal to the difference, if positive, between the Reserve Requirement under the applicable Facility Lease and any amount on deposit in the applicable subaccount of the Reserve Account; and THIRD, the balance remaining in the applicable subaccount of the Equity Account, either into the Distributions Account for the making of Restricted Payments if the conditions to making these payments as set forth in Section 6.10 of the applicable Participation Agreement are satisfied or into the applicable subaccount of the Suspended Distributions Account if such conditions in Section 6.10 of the Participation Agreement are not satisfied. (b) Upon the occurrence and during the continuance of a Rent Default Event under a Facility Lease, the applicable Owner Lessor may from time to time request and the Collateral Agent shall transfer from the applicable subaccount of the Equity Account to such Owner Lessor, to the extent then on deposit in such subaccount, an amount equal to the Equity Portion of Rent under such Facility Lease then past due (the "OVERDUE RENT"); PROVIDED, that (i) as a condition to such transfer, such Owner Lessor shall cause to be delivered to the Collateral Agent a standby letter of credit (the "EQUITY LETTER OF CREDIT") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than Xxxxx City or any of the Owner Lessors in the face amount equal the amount requested to be withdrawn, provided, further, that any transfer of funds from the Equity Account pursuant to this Section 4.6(a) shall not be deemed to constitute any payment of Rent. If at any time after the delivery of an Equity Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Agreement exceeds cash then on deposit in such subaccount of the Equity Account (such excess amount, the "SHORTFALL AMOUNT"), then the Collateral Agent shall draw on the Equity Letter of Credit in an amount equal to the lesser of the Shortfall Amount and the undrawn face amount of the Equity Letter of Credit and shall deposit proceeds of such drawing into such subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Equity Letter of Credit becomes drawable as a result of the failure of such Equity Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Equity Letter of Credit in an amount equal to the undrawn face amount of the Equity Letter of Credit and shall deposit proceeds of such drawing into such subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement). (c) In addition, the Collateral Agent shall make transfers from the funds on deposit in the Equity Account in accordance with Sections 4.1(b) and 4.13(b).
Appears in 1 contract
Samples: Security Deposit Agreement (Eme Homer City Generation Lp)
Equity Account. (a) On each Restricted Payment Date, subject Subject to Section 4.13, on the date specified below the Collateral Agent shall transfer, from the funds on deposit in each subaccount of the Equity Account, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such Restricted Payment Date date the following amounts in the following order of priority: FIRSTfirst, either:
after giving effect to all transfers made pursuant to Section 4.1 hereof, on each Monthly Transfer Date either (ia) which is also a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period or (b) which occurs during the Additional Reserve Period, into the applicable subaccount of the Subordinated Supplemental Account, the amount, if any, by which the sum of the balance in the applicable subaccount of the Senior Rent Payment Account and the balance in the applicable subaccount of the Equity Account (immediately prior to giving effect to the transfer contemplated by this clause first) exceeds the applicable Senior Rent Reserve Amount; second, on each Monthly Transfer Date either (a) which is also a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period or (b) which occurs during the Additional Reserve Period, into the applicable subaccount of the Additional Reserve Account the amount by which the sum of (1) the Owner Lessor's Percentage of the balance in the Revenue Account and (2) the balances in the applicable subaccounts of the Senior Rent Payment Account, the Equity Account (immediately prior to giving effect to the transfer contemplated by this clause second) and the Recovery Event Proceeds Account exceeds the sum of all the Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent, in each case, under the applicable Facility Lease minus the Owner Lessor's Percentage of $1 million, as certified in the Request Letter; third, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payments of the Equity Portion Component A of Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, into the applicable subaccount of the Subordinated Rent Payment Account, an amount payable with respect to the Equity Portion Component A of Basic Lease Rent plus all Excepted Payments, if any, due and payable under the applicable Facility Lease on the Restricted Payment Date, together with the amount of all deficiencies, if any, with respect to all payments required in all prior months, as certified in the Request Letter; or
(ii) into provided that on each Restricted Payment Date that is not a Rent Payment Date if the applicable subaccount SocGen Instrument is not in effect through the following two Restricted Payment Dates than the Collateral Agent shall deposit 1/2 of the Supplemental Equity Accountamount of Component A of Basic Lease Rent due and payable on the Rent Payment Date following such Restricted Payment Date; fourth, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payments payment of the Equity Portion Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are not satisfied, in the amount by which the sum of the balances in the applicable subaccount in each of the Revenue Account, the Senior Rent Payment Account, the Recovery Event Proceeds Account and the Equity Account exceeds the sum of all Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent under the applicable Facility Lease minus the Owner Lessor Percentage of $1 million, as certified the Request Letter; SECOND, into the applicable subaccount of the Subordinated Reserve Account, an amount equal to the difference, if positive, between the Reserve Requirement under the applicable Facility Lease and any amount the sum of the balances on deposit in the applicable subaccounts of the Reserve Account and the Subordinated Reserve Account; fifth, on each Restricted Payment Date which occurs during the NOx Reserve Period which is not also the Additional Reserve Period if the conditions to the payment of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account into the applicable subaccount of the NOx Reserve AccountAccount the amount equal to such Owner Lessor's Percentage of the NOx Reserve Requirement; and THIRDsixth, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payment of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account, either into the Distributions Account or any other account designated by the Facility Lessee for the making of Restricted Payments if the conditions to making these payments as set forth in Section 6.10 of the applicable Participation Agreement are satisfied or into the applicable subaccount of the Suspended Distributions Account if such conditions in Section 6.10 of the applicable Participation Agreement are not satisfied; and seventh, on each Monthly Transfer Date either (a) which is not a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period and (b) which does not occur during the Additional Reserve Period, into the applicable subaccount of the Supplemental Account the amount by which the sum of (1) the Owner Lessor's Percentage of the balance in the Revenue Account and (2) the balances in the applicable subaccounts of the Senior Rent Payment Account, the Equity Account and the Recovery Event Proceeds Account exceeds the sum of all the Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent, in each case, under the applicable Facility Lease minus the Owner Lessor's Percentage of $1 million, as certified in the Request Letter.
(b) Upon The amount withdrawn from the applicable subaccounts of the Equity Account, the Supplemental Account or the Additional Reserve Account shall be in the manner and priority provided herein:
(i) First, upon the occurrence and during the continuance of a Rent Default Event under a Facility Lease, the applicable Owner Lessor may from time to time request and the Collateral Agent shall transfer from the applicable subaccount subaccounts (in the following order of priority) of the Supplemental Account, the Equity Account and the Additional Reserve Account (the "Letter of Credit Accounts") to such Owner Lessor, to the extent then on deposit in such subaccount, an amount equal to the Equity Portion Component A of Basic Lease Rent under such Facility Lease then past due (the "OVERDUE RENTOverdue Rent"); PROVIDEDprovided, that (i) as a condition to such transfer, such Owner Lessor shall cause to be delivered to the Collateral Agent a standby letter of credit with respect to such Facility Lease in form reasonably satisfactory to the parties hereto (the "EQUITY LETTER OF CREDITComponent A Letter of Credit") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than Xxxxx City or any of the Owner Lessors in the face amount equal the amount requested to be withdrawn, provided, further, that any transfer of funds from such subaccount of the Equity Account relevant Letter of Credit Accounts pursuant to this Section 4.6(a4.7(b) shall not be deemed to constitute any payment of Rent. If at any time after the delivery of an Equity a Component A Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Agreement exceeds cash then on deposit in such subaccount of the Equity Letter of Credit Account (such excess amount, the "SHORTFALL AMOUNTShortfall Amount"), then the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the lesser of the Shortfall Amount and the undrawn face amount of the Equity Component A Letter of Credit and shall deposit the proceeds of such drawing into such subaccount the applicable subaccounts of the Equity relevant Letter of Credit Account (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Equity Component A Letter of Credit becomes drawable as a result of the failure of such Equity Component A Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the undrawn face amount of the Equity Component A Letter of Credit and shall deposit the proceeds of such drawing into the applicable subaccount of the relevant Letter of Credit Accounts (for application in accordance with the terms of this Security Deposit Agreement).
(ii) Second, so long as no Lease Event of Default has occurred and is continuing and distributions are not blocked pursuant to Section 6.10 (b)(ii) or (iii) of each Participation Agreement, the Facility Lessee may from time to time request and the Collateral Agent shall transfer from the applicable subaccount of the Equity Account to the Facility Lessee, to the extent cash is then on deposit in such subaccount, an amount equal to the funds specified in such request; provided, that (i) as a condition to such transfer, the Facility Lessee shall cause to be delivered to the Collateral Agent a standby letter of credit in form reasonably satisfactory to the Collateral Agent (the "Facility Lessee Provided Letter of Credit") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than the Facility Lessee or any of the Owner Lessors in the face amount equal to the amount requested to be withdrawn. If at any time after the delivery of a Facility Lessee Provided Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Security Deposit Agreement exceeds cash then on deposit in such subaccount of the Equity Account, as applicable (such excess amount, the "Facility Lessee Provided Shortfall Amount"), then the Collateral Agent shall draw on the Facility Lessee Provided Letter of Credit in an amount equal to the lesser of the Facility Lessee Provided Shortfall Amount and the undrawn face amount of the Facility Lessee Provided Letter of Credit and shall deposit the proceeds of such drawing into such subaccount of the Equity Account, as required (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Facility Lessee Provided Letter of Credit becomes drawable as a result of the failure of such Facility Lessee Provided Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Facility Lessee Provided Letter of Credit in an amount equal to the undrawn face amount of the Facility Lessee Provided Letter of Credit and shall deposit the proceeds of such drawing into such applicable subaccount of the Equity Account or in such applicable subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement).
(c) In addition, the Collateral Agent shall make transfers from the funds on deposit in each subaccount of the Equity Account in accordance with Sections 4.1(b) and 4.13(b).
(d) If, on any Restricted Payment Date the funds on deposit in the applicable subaccount of the Equity Account are insufficient to make in full any transfer required pursuant to clause third of Section 4.7(a) and the conditions to the payments of Component A of Basic Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, the Collateral Agent shall transfer into the applicable subaccount of the Subordinated Rent Account the amount of such shortfall after giving effect to any transfer pursuant to Section 4.4 from funds then on deposit (in the following order of priority) in the applicable subaccount of each of the Supplement Account, the Subordinated Reserve Account or the Suspended Distributions Account, as available.
Appears in 1 contract
Samples: Security Deposit Agreement (Eme Homer City Generation Lp)
Equity Account. (a) On each Restricted Payment Date, subject Subject to Section 4.13, on the date specified below the Collateral Agent shall transfer, from the funds on deposit in each subaccount of the Equity Account, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such Restricted Payment Date date the following amounts in the following order of priority: FIRST, either:
after giving effect to all transfers made pursuant to Section 4.1 hereof, on each Monthly Transfer Date either (ia) which is also a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period or (b) which occurs during the Additional Reserve Period, into the applicable subaccount of the Subordinated Supplemental Account, the amount, if any, by which the sum of the balance in the applicable subaccount of the Senior Rent Payment Account and the balance in the applicable subaccount of the Equity Account (immediately prior to giving effect to the transfer contemplated by this clause FIRST) exceeds the applicable Senior Rent Reserve Amount; SECOND, on each Monthly Transfer Date either (a) which is also a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period or (b) which occurs during the Additional Reserve Period, into the SECURITY DEPOSIT AGREEMENT -------------------------- 18 applicable subaccount of the Additional Reserve Account the amount by which the sum of (1) the Owner Lessor's Percentage of the balance in the Revenue Account and (2) the balances in the applicable subaccounts of the Senior Rent Payment Account, the Equity Account (immediately prior to giving effect to the transfer contemplated by this clause SECOND) and the Recovery Event Proceeds Account exceeds the sum of all the Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent, in each case, under the applicable Facility Lease minus the Owner Lessor's Percentage of $1 million, as certified in the Request Letter; THIRD, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payments of the Equity Portion Component A of Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, into the applicable subaccount of the Subordinated Rent Payment Account, an amount payable with respect to the Equity Portion Component A of Basic Lease Rent plus all Excepted Payments, if any, due and payable under the applicable Facility Lease on the Restricted Payment Date, together with the amount of all deficiencies, if any, with respect to all payments required in all prior months, as certified in the Request Letter; or
(ii) into PROVIDED THAT on each Restricted Payment Date that is not a Rent Payment Date if the applicable subaccount SocGen Instrument is not in effect through the following two Restricted Payment Dates than the Collateral Agent shall deposit 1/2 of the Supplemental Equity Accountamount of Component A of Basic Lease Rent due and payable on the Rent Payment Date following such Restricted Payment Date; FOURTH, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payments payment of the Equity Portion Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are not satisfied, in the amount by which the sum of the balances in the applicable subaccount in each of the Revenue Account, the Senior Rent Payment Account, the Recovery Event Proceeds Account and the Equity Account exceeds the sum of all Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent under the applicable Facility Lease minus the Owner Lessor Percentage of $1 million, as certified the Request Letter; SECOND, into the applicable subaccount of the Subordinated Reserve Account, an amount equal to the difference, if positive, between the Reserve Requirement under the applicable Facility Lease and any amount the sum of the balances on deposit in the applicable subaccounts of the Reserve Account and the Subordinated Reserve Account; FIFTH, on each Restricted Payment Date which occurs during the NOx Reserve Period which is not also the Additional Reserve Period if the conditions to the payment of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account into the applicable subaccount of the NOx Reserve AccountAccount the amount equal to such Owner Lessor's Percentage of the NOx Reserve Requirement; and THIRDSECURITY DEPOSIT AGREEMENT -------------------------- SIXTH, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payment of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account, either into the Distributions Account or any other account designated by the Facility Lessee for the making of Restricted Payments if the conditions to making these payments as set forth in Section 6.10 of the applicable Participation Agreement are satisfied or into the applicable subaccount of the Suspended Distributions Account if such conditions in Section 6.10 of the applicable Participation Agreement are not satisfied; and SEVENTH, on each Monthly Transfer Date either (a) which is not a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period and (b) which does not occur during the Additional Reserve Period, into the applicable subaccount of the Supplemental Account the amount by which the sum of (1) the Owner Lessor's Percentage of the balance in the Revenue Account and (2) the balances in the applicable subaccounts of the Senior Rent Payment Account, the Equity Account and the Recovery Event Proceeds Account exceeds the sum of all the Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent, in each case, under the applicable Facility Lease minus the Owner Lessor's Percentage of $1 million, as certified in the Request Letter.
(b) Upon The amount withdrawn from the applicable subaccounts of the Equity Account, the Supplemental Account or the Additional Reserve Account shall be in the manner and priority provided herein:
(i) First, upon the occurrence and during the continuance of a Rent Default Event under a Facility Lease, the applicable Owner Lessor may from time to time request and the Collateral Agent shall transfer from the applicable subaccount subaccounts (in the following order of priority) of the Supplemental Account, the Equity Account and the Additional Reserve Account (the "Letter of Credit Accounts") to such Owner Lessor, to the extent then on deposit in such subaccount, an amount equal to the Equity Portion Component A of Basic Lease Rent under such Facility Lease then past due (the "OVERDUE RENT"); PROVIDED, that (i) as a condition to such transfer, such Owner Lessor shall cause to be delivered to the Collateral Agent a standby letter of credit with respect to such Facility Lease in form reasonably satisfactory to the parties hereto (the "EQUITY COMPONENT A LETTER OF CREDIT") SECURITY DEPOSIT AGREEMENT -------------------------- issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than Xxxxx City or any of the Owner Lessors in the face amount equal the amount requested to be withdrawn, providedPROVIDED, furtherFURTHER, that any transfer of funds from such subaccount of the Equity Account relevant Letter of Credit Accounts pursuant to this Section 4.6(a4.7(b) shall not be deemed to constitute any payment of Rent. If at any time after the delivery of an Equity a Component A Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Agreement exceeds cash then on deposit in such subaccount of the Equity Letter of Credit Account (such excess amount, the "SHORTFALL AMOUNT"), then the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the lesser of the Shortfall Amount and the undrawn face amount of the Equity Component A Letter of Credit and shall deposit the proceeds of such drawing into such subaccount the applicable subaccounts of the Equity relevant Letter of Credit Account (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Equity Component A Letter of Credit becomes drawable as a result of the failure of such Equity Component A Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the undrawn face amount of the Equity Component A Letter of Credit and shall deposit the proceeds of such drawing into the applicable subaccount of the relevant Letter of Credit Accounts (for application in accordance with the terms of this Security Deposit Agreement).
(ii) Second, so long as no Lease Event of Default has occurred and is continuing and distributions are not blocked pursuant to Section 6.10 (b)(ii) or (iii) of each Participation Agreement, the Facility Lessee may from time to time request and the Collateral Agent shall transfer from the applicable subaccount of the Equity Account to the Facility Lessee, to the extent cash is then on deposit in such subaccount, an amount equal to the funds specified in such request; PROVIDED, that (i) as a condition to such transfer, the Facility Lessee shall cause to be delivered to the Collateral Agent a standby letter of credit in form reasonably satisfactory to the Collateral Agent (the "FACILITY LESSEE PROVIDED LETTER OF CREDIT") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than the Facility Lessee or any of the Owner Lessors in the face amount equal to the amount SECURITY DEPOSIT AGREEMENT -------------------------- requested to be withdrawn. If at any time after the delivery of a Facility Lessee Provided Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Security Deposit Agreement exceeds cash then on deposit in such subaccount of the Equity Account, as applicable (such excess amount, the "FACILITY LESSEE PROVIDED SHORTFALL AMOUNT"), then the Collateral Agent shall draw on the Facility Lessee Provided Letter of Credit in an amount equal to the lesser of the Facility Lessee Provided Shortfall Amount and the undrawn face amount of the Facility Lessee Provided Letter of Credit and shall deposit the proceeds of such drawing into such subaccount of the Equity Account, as required (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Facility Lessee Provided Letter of Credit becomes drawable as a result of the failure of such Facility Lessee Provided Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Facility Lessee Provided Letter of Credit in an amount equal to the undrawn face amount of the Facility Lessee Provided Letter of Credit and shall deposit the proceeds of such drawing into such applicable subaccount of the Equity Account or in such applicable subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement).
(c) In addition, the Collateral Agent shall make transfers from the funds on deposit in each subaccount of the Equity Account in accordance with Sections 4.1(b) and 4.13(b).
(d) If, on any Restricted Payment Date the funds on deposit in the applicable subaccount of the Equity Account are insufficient to make in full any transfer required pursuant to clause THIRD of Section 4.7(a) and the conditions to the payments of Component A of Basic Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, the Collateral Agent shall transfer into the applicable subaccount of the Subordinated Rent Account the amount of such shortfall after giving effect to any transfer pursuant to Section 4.4 from funds then on deposit (in the following order of priority) in the applicable subaccount of each of the Supplement Account, the Subordinated Reserve Account or the Suspended Distributions Account, as available.
Appears in 1 contract
Samples: Security Deposit Agreement (Eme Homer City Generation Lp)
Equity Account. (a) On each Restricted Payment Date, subject Subject to Section 4.13, on the date specified below the Collateral Agent shall transfer, from the funds on deposit in each subaccount of the Equity Account, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such Restricted Payment Date date the following amounts in the following order of priority: FIRST, either:
after giving effect to all transfers made pursuant to Section 4.1 hereof, on each Monthly Transfer Date either (ia) which is also a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period or (b) which occurs during the Additional Reserve Period, into the applicable subaccount of the Subordinated Supplemental Account, the amount, if any, by which the sum of the balance in the applicable subaccount of the Senior Rent Payment Account and the balance in the applicable subaccount of the Equity Account immediately prior to giving effect to the transfer contemplated by this clause FIRST exceeds the applicable Senior Rent Reserve Amount. SECOND, on each Monthly Transfer Date either (a) which is also a Restricted Payment Blockage Date occurring prior to the Additional Reserve Period or (b) which occurs during the Additional Reserve Period, into the applicable subaccount of the Additional Reserve Account the amount by which the sum of (1) the Owner Lessor's Percentage of the balance in the Revenue Account and (2) the balances in the applicable subaccounts of the Senior Rent Payment Account, the Equity Account (immediately prior to giving effect to the transfer contemplated by this clause SECOND) and the Recovery Event Proceeds Account exceeds the sum of all the Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent, in each case, under the applicable Facility Lease minus the Owner Lessor's Percentage of $1 million, as certified in the Request Letter; THIRD, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payments of the Equity Portion Component A of Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, into the applicable subaccount of the Subordinated Rent Payment Account, an amount payable with respect to the Equity Portion Component A of Basic Lease Rent plus all Excepted Payments, if any, due and payable under the applicable Facility Lease on the Restricted Payment Date, together with the amount of all deficiencies, if any, with respect to all payments required in all prior months, as certified in the Request Letter; or
(ii) into FOURTH, on each Restricted Payment Date which does not occur during the applicable subaccount of the Supplemental Equity Account, Additional Reserve Period if the conditions to the payments payment of the Equity Portion Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are not satisfied, in the amount by which the sum of the balances in the applicable subaccount in each of the Revenue Account, the Senior Rent Payment Account, the Recovery Event Proceeds Account and the Equity Account exceeds the sum of all Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent under the applicable Facility Lease minus the Owner Lessor Percentage of $1 million, as certified the Request Letter; SECOND, into the applicable subaccount of the Subordinated Reserve Account, an amount equal to the difference, if positive, between the Reserve Requirement under the applicable Facility Lease and any amount the sum of the balances on deposit in the applicable subaccount subaccounts of the Reserve Account and the Subordinated Reserve Account; and THIRDFIFTH, on each Restricted Payment Date which does not occur during the Additional Reserve Period if the conditions to the payment of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account, either into the Distributions Account for the making of Restricted Payments if the conditions to making these payments as set forth in Section 6.10 of the applicable Participation Agreement are satisfied or into the applicable subaccount of the Suspended Distributions Account if such conditions in Section 6.10 of the applicable Participation Agreement are not satisfied.
(b) Upon The amount withdrawn from the applicable subaccounts of the Equity Account, the Supplemental Account or the Additional Reserve Account shall be in the manner and priority provided herein:
(i) First, upon the occurrence and during the continuance of a Rent Default Event under a Facility Lease, the applicable Owner Lessor may from time to time request and the Collateral Agent shall transfer from the applicable subaccount subaccounts (in the following order of priority) of the Supplemental Account, the Equity Account and the Additional Reserve Account to such Owner Lessor, to the extent then on deposit in such subaccount, an amount equal to the Equity Portion Component A of Basic Lease Rent under such Facility Lease then past due (the "OVERDUE RENT"); PROVIDED, that (i) as a condition to such transfer, such Owner Lessor shall cause to be delivered to the Collateral Agent a standby letter of credit in form reasonably satisfactory to the Collateral Agent (the "EQUITY COMPONENT A LETTER OF CREDIT") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than Xxxxx City or any of the Owner Lessors in the face amount equal the amount requested to be withdrawn, providedPROVIDED, furtherFURTHER, that any transfer of funds from such subaccount of the Equity Account Letter of Credit Accounts pursuant to this Section 4.6(a4.6(b) shall not be deemed to constitute any payment of Rent. If at any time after the delivery of an Equity a Component A Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Agreement exceeds cash then on deposit in such subaccount of the Equity Account Letter of Credit Accounts (such excess amount, the "SHORTFALL AMOUNT"), then the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the lesser of the Shortfall Amount and the undrawn face amount of the Equity Component A Letter of Credit and shall deposit the proceeds of such drawing into such the applicable subaccount of the Equity Account Letter of Credit Accounts (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Equity Component A Letter of Credit becomes drawable as a result of the failure of such Equity Component A Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the undrawn face amount of the Equity Component A Letter of Credit and shall deposit the proceeds of such drawing into such subaccount of the Letter of Credit Accounts (for application in accordance with the terms of this Security Deposit Agreement).
(ii) Second, so long as no Lease Event of Default has occurred and is continuing, the Facility Lessee may from time to time request and the Collateral Agent shall transfer from the applicable subaccount of the Equity Account to the Facility Lessee, to the extent cash is then on deposit in such subaccount, an amount equal to the funds specified in such request; PROVIDED, that (i) as a condition to such transfer, the Facility Lessee shall cause to be delivered to the Collateral Agent a standby letter of credit in form reasonably satisfactory to the Collateral Agent (the "FACILITY LESSEE PROVIDED LETTER OF Credit") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than the Facility Lessee or any of the Owner Lessors in the face amount equal to the amount requested to be withdrawn. If at any time after the delivery of a Facility Lessee Provided Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Security Deposit Agreement exceeds cash then on deposit in such subaccount of the Equity Account, as applicable (such excess amount, the "FACILITY LESSEE PROVIDED SHORTFALL AMOUNT"), then the Collateral Agent shall draw on the Facility Lessee Provided Letter of Credit in an amount equal to the lesser of the Facility Lessee Provided Shortfall Amount and the undrawn face amount of the Facility Lessee Provided Letter of Credit and shall deposit the proceeds of such drawing into such subaccount of the Equity Account, as required (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Facility Lessee Provided Letter of Credit becomes drawable as a result of the failure of such Facility Lessee Provided Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Facility Lessee Provided Letter of Credit in an amount equal to the undrawn face amount of the Facility Lessee Provided Letter of Credit and shall deposit the proceeds of such drawing into such applicable subaccount of the Equity Account or in such applicable subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement).
(c) In addition, the Collateral Agent shall make transfers from the funds on deposit in each subaccount of the Equity Account in accordance with Sections 4.1(b) and 4.13(b).
(d) If, on any Restricted Payment Date the funds on deposit in the applicable subaccount of the Equity Account are insufficient to make in full any transfer required pursuant to clause THIRD of Section 4.6(a) and the conditions to the payments of Component A of Basic Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, the Collateral Agent shall transfer into the applicable subaccount of the Subordinated Rent Account the amount of such shortfall from funds then on deposit (in the following order of priority) in the applicable subaccount of each of the Supplement Account, the Subordinated Reserve Account or the Suspended Distributions Account, as available.
Appears in 1 contract
Samples: Security Deposit Agreement (Eme Homer City Generation Lp)
Equity Account. (a) On each Restricted Payment Date, subject Subject to Section 4.13, on the date specified below the Collateral Agent shall transfer, from the funds on deposit in each subaccount of the Equity Account, the amount certified by the Facility Lessee in the Request Letter delivered in connection with such Restricted Payment Date date the following amounts in the following order of priority: FIRST, either:
after giving effect to all transfers made pursuant to Section 4.1 hereof on each Monthly Transfer Date, into the applicable subaccount of the Supplemental Equity Account, if the conditions to the payments of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement (iother than clause (a) thereof) are not satisfied, in the amount by which the sum of (1) the Owner Lessor's Percentage of the balance in the Revenue Account, plus (2) the balances in the applicable subaccounts of the Senior Rent Payment Account, the Equity Account and the Recovery Event Proceeds Account exceeds the sum of all Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent under the applicable Facility Lease minus the Owner Lessor Percentage of $1 million, as certified in the Request Letter; or SECOND, on each Restricted Payment Date into the applicable subaccount of the Subordinated Rent Payment Account, if the conditions to the payments of the Equity Portion Component A of Basic Lease Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, an amount payable with respect to the Equity Portion Component A of Basic Lease Rent plus all Excepted Payments, if any, due and payable under the applicable Facility Lease on the Restricted Payment Date, together with the amount of all deficiencies, if any, with respect to all payments required in all prior months, as certified in the Request Letter; or
(ii) into the applicable subaccount of the Supplemental Equity AccountTHIRD, on each Restricted Payment Date if the conditions to the payments payment of the Equity Portion Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are not satisfied, in the amount by which the sum of the balances in the applicable subaccount in each of the Revenue Account, the Senior Rent Payment Account, the Recovery Event Proceeds Account and the Equity Account exceeds the sum of all Basic Lease Rent and Supplemental Lease Rent due and unpaid on that date and the average of the next two aggregate payments of the Basic Lease Rent under the applicable Facility Lease minus the Owner Lessor Percentage of $1 million, as certified the Request Letter; SECOND, into the applicable subaccount of the Subordinated Reserve Account, an amount equal to the difference, if positive, between the Reserve Requirement under the applicable Facility Lease and any amount the sum of the balances on deposit in the applicable subaccount subaccounts of the Reserve Account and the Subordinated Reserve Account; and THIRDFOURTH, on each Restricted Payment Date if the conditions to the payment of the Component A of Basic Lease Rent set forth in Section 6.9 of the applicable Participation Agreement are satisfied, the balance remaining in the applicable subaccount of the Equity Account, either into the Distributions Account for the making of Restricted Payments if the conditions to making these payments as set forth in Section 6.10 of the applicable Participation Agreement are satisfied or into the applicable subaccount of the Suspended Distributions Account if such conditions in Section 6.10 of the applicable Participation Agreement are not satisfied.
(b) Upon the occurrence and during the continuance of a Rent Default Event under a Facility Lease, the applicable Owner Lessor may from time to time request and the Collateral Agent shall transfer from the applicable subaccount of the Equity Account to such Owner Lessor, to the extent then on deposit in such subaccount, an amount equal to the Equity Portion Component A of Basic Lease Rent under such Facility Lease then past due (the "OVERDUE RENT"); PROVIDED, that (i) as a condition to such transfer, such Owner Lessor shall cause to be delivered to the Collateral Agent a standby letter of credit (the "EQUITY COMPONENT A LETTER OF CREDIT") issued in favor of the Collateral Agent by an Acceptable Credit Provider for the account of a party other than Xxxxx City or any of the Owner Lessors in the face amount equal the amount requested to be withdrawn, providedPROVIDED, furtherFURTHER, that any transfer of funds from such subaccount of the Equity Account pursuant to this Section 4.6(a) shall not be deemed to constitute any payment of Rent. If at any time after the delivery of an Equity a Component A Letter of Credit the amount the Collateral Agent is then directed to transfer from such subaccount of the Equity Account pursuant to the terms of this Agreement exceeds cash then on deposit in such subaccount of the Equity Account (such excess amount, the "SHORTFALL AMOUNT"), then the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the lesser of the Shortfall Amount and the undrawn face amount of the Equity Component A Letter of Credit and shall deposit proceeds of such drawing into such subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement). If pursuant to the terms thereof the Equity Component A Letter of Credit becomes drawable as a result of the failure of such Equity Component A Letter of Credit to be extended or failure to provide a replacement letter of credit within 30 days of a downgrade of the applicable Acceptable Credit Provider, the Collateral Agent shall draw on the Equity Component A Letter of Credit in an amount equal to the undrawn face amount of the Equity Component A Letter of Credit and shall deposit proceeds of such drawing into such subaccount of the Equity Account (for application in accordance with the terms of this Security Deposit Agreement).
(c) In addition, the Collateral Agent shall make transfers from the funds on deposit in each subaccount of the Equity Account in accordance with Sections 4.1(b) and 4.13(b).
(d) If, on any Restricted Payment Date the funds on deposit in the applicable subaccount of the Equity Account are insufficient to make in full any transfer required pursuant to clause SECOND of Section 4.6(a) and the conditions to the payments of Component A of Basic Rent are satisfied pursuant to Section 6.9 of the applicable Participation Agreement, the Collateral Agent shall transfer into the applicable subaccount of the Subordinated Rent Account the amount of such shortfall from funds then on deposit (in the following order of priority) in the applicable subaccount of each of the Subordinated Reserve Account or the Suspended Distributions Account, as available.
(e) The Reserve Requirement may be satisfied by Qualifying Credit Support.
Appears in 1 contract
Samples: Security Deposit Agreement (Eme Homer City Generation Lp)
