Insurance and Condemnation Proceeds Account. (a) Each of the Partnership and the Managing General Partner shall deposit in the Insurance and Condemnation Proceeds Account (i) all payments received by it from any insurer pursuant to the insurance maintained by the Partnership under Section 7.2(f) of the Partnership Agreement and Section 6.5(a) of the General Partner Credit Agreement and (ii) all awards and proceeds of a Taking with respect to the Project. (b) All cash, cash equivalents, instruments, investments and securities at any time on deposit in the Insurance and Condemnation Proceeds Account, are herein called the "Insurance and Condemnation Proceeds Deposits". (c) The Insurance and Condemnation Proceeds Deposits shall be accumulated in the Insurance and Condemnation Proceeds Account and held therein until paid to or upon the order of the Managing General Partner as provided in paragraph (d) of this Section 4.05, or applied as provided in Sections 4.05(e), 4.08 or 9.02. (d) Insurance and Condemnation Proceeds Deposits shall be paid over to or upon the order of the Partnership to reimburse it for, or to pay, the cost of renewing, repairing, rebuilding or otherwise replacing the damaged or destroyed or lost property in respect of which such moneys were received, upon the receipt by the Escrow Agent of a certificate of a Responsible Officer of the Managing General Partner, (i) describing in reasonable detail the work done and materials purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost property, (ii) stating the specific amount requested to be paid over to or upon the order of the Partnership, that such amount is requested to reimburse the Partnership for, or to pay, the cost of such renewal, repair, rebuilding or other replacement and that such amount, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the cost of such renewal, repair, rebuilding or other replacement, and (iii) stating that no Special Event has occurred and is continuing. (e) In the event that Insurance and Condemnation Proceeds Deposits shall remain in the Insurance and Condemnation Proceeds Account after application thereof in accordance with paragraph (d), the Escrow Agent shall transfer the same to the Managing General Partner to be applied in accordance with Section 4.7 of the Partnership Agreement.
Appears in 1 contract
Samples: Security Deposit Agreement and Escrow Agreement (Cogen Technologies Inc)
Insurance and Condemnation Proceeds Account. (a) Each of the Partnership and the Managing General Partner shall deposit in the Insurance and Condemnation Proceeds Account (i) all payments received by it from any insurer pursuant to the insurance maintained by the Partnership under Section 7.2(f) of the Partnership Agreement and Section 6.5(a) of the General Partner Credit Agreement and (ii) all awards and proceeds of a Taking with respect to the Project.
(b) All cash, cash equivalents, instruments, investments and securities at any time on deposit in the Insurance and Condemnation Proceeds Account, are herein called the "Insurance and Condemnation Proceeds Deposits".
(c) The Insurance and Condemnation Proceeds Deposits shall be accumulated in the Insurance and Condemnation Proceeds Account and held therein until paid to or upon the order of the Managing General Partner Borrower as provided in paragraph (b) of this Section 4.10, or paid to the Agent as provided in paragraph (c) or (d) of this Section 4.054.10, or applied returned to the Borrower as provided in Sections 4.05(e), 4.08 or 9.02Section 8.03.
(b) Subject to the provisions of paragraphs (c) and (d) of this Section 4.10, Insurance and Condemnation Proceeds Deposits shall be paid over to or upon the order of the Partnership Borrower to reimburse it for, or to pay, the cost of renewing, repairing, rebuilding or otherwise replacing the damaged or destroyed or lost property in respect of which such moneys were received, upon the receipt by the Escrow Security Agent of a certificate of a Responsible Officer of the Managing General PartnerBorrower, countersigned by the Agent, (i) describing in reasonable detail the work done and materials purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost property, (ii) stating the specific amount requested to be paid over to or upon the order of the PartnershipBorrower, that such amount is requested to reimburse the Partnership Borrower for, or to pay, the cost of such renewal, repair, rebuilding or other replacement and that such amount, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership Borrower available for such purpose, are sufficient to pay in full the cost of such renewal, repair, rebuilding or other replacement, and (iii) stating that all of the conditions set forth in Section 10 of the Project Mortgage have been satisfied, and (iv) stating that no Special Default or Event of Default has occurred and is continuing.
(e) . In the event that Insurance and Condemnation Proceeds Deposits shall remain in the Insurance and Condemnation Proceeds Account after application thereof in accordance with the first sentence of this paragraph (db), the Escrow Security Agent shall transfer either apply said Deposits to the payment of the Obligations then due or return said Deposits to the Borrower, in accordance with the instructions of the Agent.
(c) If the Agent shall at any time notify the Security Agent in writing that an Event of Loss has occurred, the Security Agent shall promptly withdraw the Insurance and Condemnation Proceeds Deposits from the Insurance and Condemnation Proceeds Account and deliver the same to the Managing General Partner Agent, for application by the Lenders to be applied the payment of the Obligations (and/or the provision of Reimbursement Cash Collateral) in accordance with Section 4.7 the provisions of Sections 4.04(b)(i) of the Partnership AgreementReimbursement Agreement and the provisions of the Security Documents.
(d) If the Agent shall at any time notify the Security Agent in writing that an Event of Default under the Reimbursement Agreement has occurred and is continuing, then the Security Agent shall, if and to the extent requested by the Agent, promptly withdraw the Insurance and Condemnation Proceeds Deposits from the Insurance and Condemnation Proceeds Account and deliver the same to the Agent, to be held by the Agent and applied to the payment of the Obligations.
Appears in 1 contract
Insurance and Condemnation Proceeds Account. (a) Each of the Partnership and the Managing General Partner shall deposit in the Insurance and Condemnation Proceeds Account (i) all payments received by it from any insurer pursuant to the insurance maintained by the Partnership under Section 7.2(f) of the Partnership Agreement and Section 6.5(a) of the General Partner Credit Agreement and (ii) all awards and proceeds of a Taking with respect to the Project.
(b) All cash, cash equivalents, instruments, investments and securities at any time on deposit in the Insurance and Condemnation Proceeds Account, are herein called the "Insurance and Condemnation Proceeds Deposits".
(c) The Insurance and Condemnation Proceeds Deposits shall be accumulated in the Insurance and Condemnation Proceeds Account and held therein until paid to or upon the order of the Managing General Partner Partnership as provided in paragraph (db) of this Section 4.054.6, or applied returned to the Partnership as provided in Sections 4.05(e), 4.08 or 9.02Section 9.2.
(di) If the amount of Insurance and Condemnation Proceeds Deposits of the Partnership is less than $250,000, such amount shall be paid over to or upon the order of the Partnership Partnership, as the case may be, to reimburse it for, or to pay, the cost of renewing, repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned property in respect of which such moneys were received, upon the receipt by the Escrow Security Agent of of: a certificate of a Responsible Officer of the Managing General Partner, countersigned by the Agent, (iA) describing containing the plans and specifications setting forth in reasonable detail the work done or proposed to be done and materials purchased or to be purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost property, or condemned property and (iiB) stating the specific amount requested to be paid over to or upon the order of the Partnership, as the case may be, or that such amount is requested to reimburse the Partnership for, or to pay, the cost of such renewal, costs actually incurred to repair, rebuilding rebuild or other replacement replace property and that such amount, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the costs of such Amended and Restated Security Deposit Agreement renewal, repair, rebuilding or other replacement. The Agent shall countersign such certificate if (w) no Default or Event of Default has occurred and is continuing, (x) the Agent shall have received an opinion of counsel, satisfactory in every regard to the Agent, stating that all Governmental Approvals required in connection with the work done or proposed to be done have been obtained and (y) the Agent shall have received (I) evidence of any lien waivers requested to be obtained by the Agent, and (II) evidence, satisfactory to the Agent, that the Lien of the Collateral Security Documents is in full force and effect; or
(ii) if the amount of Insurance and Condemnation Proceeds Deposits is more than $250,000, such amount shall be paid over to the Persons entitled thereto from time to time (as set forth in the certificate referred to below) to pay the cost of repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned property in respect of which such moneys were received, upon the receipt by the Security Agent of a certificate of a Responsible Officer of the Managing General Partner countersigned by the Agent, (A) containing the plans and specifications setting forth in reasonable detail the work done or proposed to be done and the materials purchased or to be purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost or condemned property and (B) stating the specific amounts requested to be paid, the Persons to whom and the dates on which such amounts are to be paid, that such amounts will be used to pay costs actually incurred to repair, rebuild or replace property and that such amounts, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the costs of such renewal, repair, rebuilding or other replacement, and . The Agent shall countersign such certificate if (iiiw) stating that no Special Default or Event of Default has occurred and is continuing., (x) the Agent shall have received an opinion of counsel, satisfactory in every regard to the Agent, stating that all Governmental Approvals required in connection with the work done or proposed to be done have been obtained, (y) in the reasonable opinion of the Agent, the matters referred to in such certificate can be accomplished in the manner provided for in such certificate and (z) the Agent shall have received (I) evidence of any lien waivers requested to be obtained by the Agent, and (II) evidence, satisfactory to the Agent, that the Lien of the Collateral Security Documents is in full force and effect; or
(eiii) In if the Agent has determined that the conditions described in clauses (i) or (ii), as applicable, of this Section 4.6(b) have not been satisfied, such proceeds shall be applied by the Security Agent upon the written direction of the Agent to the payment of Obligations or to the Partnership to reimburse it for, or to pay, the cost of repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned Amended and Restated Security Deposit Agreement property in respect of which such moneys were received as the Agent shall elect; and
(iv) in the event that Insurance and Condemnation Proceeds Deposits shall any amounts remain in the Insurance and Condemnation Proceeds Account after application thereof in accordance with paragraph (dthis Section 4.6(b), the Escrow Security Agent shall transfer pay such amounts to the Agent for application in accordance with the other Loan Documents.
(c) If the Agent shall at any time notify the Security Agent that an Event of Loss has occurred, the Security Agent shall withdraw the Insurance and Condemnation Proceeds Deposits from the Insurance and Condemnation Proceeds Account and deliver the same to the Managing General Partner Agent to be applied to the payment of the obligations of the Borrowers under the Loan Agreement in accordance with Section 4.7 the provisions of the Partnership AgreementLoan Agreement and the Collateral Security Documents.
Appears in 1 contract
Insurance and Condemnation Proceeds Account. (a) Each of the Partnership and the Managing General Partner shall deposit in the Insurance and Condemnation Proceeds Account (i) all payments received by it from any insurer pursuant to the insurance maintained by the Partnership under Section 7.2(f) of the Partnership Agreement and Section 6.5(a) of the General Partner Credit Agreement and (ii) all awards and proceeds of a Taking with respect to the Project.
(b) All cash, cash equivalents, instruments, investments and securities at any time on deposit in the Insurance and Condemnation Proceeds Account, including all interest or other income earned with respect thereto, are herein called the "Insurance and Condemnation Proceeds Deposits".
(cb) The Insurance and Condemnation Proceeds Deposits shall be accumulated in the Insurance and Condemnation Proceeds Account and held therein until paid to or upon the order of the Managing General Partner Partnership as provided in paragraph (c) of this Section 4.11, or paid to the Indenture Trustee as provided in paragraph (d) or (e) of this Section 4.054.11, or applied returned to the Partnership as provided in Sections 4.05(e), 4.08 or 9.02Section 9.2.
(di) If the amount of Insurance and Condemnation Proceeds Deposits shall of the Partnership is less than $500,000, such amount shall, subject to the provisions of paragraphs (d) and (e) of this Section 4.11, be paid over to or upon the order of the Partnership Partnership, as the case may be, to reimburse it for, or to pay, the cost of renewing, repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned property in respect of which such moneys were received, upon the receipt by the Escrow Security Agent of a certificate of a Responsible an Authorized Officer of the Managing General PartnerPartnership, countersigned by the Administrative Agent and the Owner Participant, (iA) describing containing the plans and specifications setting forth in reasonable detail the work done or proposed to be done and materials purchased or to be purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost property, or condemned property and (iiB) stating the specific amount requested to be paid over to or upon the order of the Partnership, Partnership or that such amount is requested to reimburse the Partnership as the case may be, for, or to pay, the cost of such renewal, costs actually incurred to repair, rebuilding rebuild or other replacement replace property and that such amount, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the cost costs of such renewal, repair, rebuilding or other replacement, . The Administrative Agent and the Owner Participant shall countersign such certificate if (iiiw) stating that no Special Lease Default or Lease Event of Default has occurred and is continuing., (x) the Owner Participant and the Administrative Agent shall each have received an opinion of counsel, satisfactory to it, stating that all Governmental Actions required in connection with the work done or proposed to be done have been obtained, (y) in the reasonable opinion of the Owner Participant and the Administrative Agent and the Independent Engineer, the matters referred to in such certificate can be accomplished in the manner provided for in such certificate and (z) the Owner Participant and the Administrative Agent shall have each received (I) evidence of any lien waivers requested to be obtained by it, and (II) evidence, satisfactory to the Administrative Agent and the Owner Participant, that the Lien of the Lessee Security Documents is in full force and effect; or
(ii) If the amount of Insurance and Condemnation Proceeds Deposits is more than $500,000, such amount shall, subject to the provisions of paragraphs (d) and (e) of this Section 4.11, be paid over to the Persons entitled thereto from time to time (as set forth in the certificate referred to below) to pay the cost of repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned property in respect of which such moneys were received, upon the receipt by the Security Agent of a certificate of an Authorized Officer of the Partnership countersigned by the Administrative Agent and the Owner Participant, (A) containing the plans and specifications setting forth in reasonable detail the work done or proposed to be done and the materials purchased or to be purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost or condemned property and (B) stating the specific amounts requested to be paid, the Persons to whom and the dates on which such amounts are to be paid, that such amounts will be used to pay costs actually incurred to repair, rebuild or replace property and that such amounts, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the costs of such renewal, repair, rebuilding or other replacement. The Administrative Agent and the Owner Participant shall countersign such certificate if (w) no Lease Default or Lease Event of Default has occurred and is continuing, (x) the Administrative Agent and the Owner Participant shall have each received an opinion of counsel, satisfactory to it, stating that all Governmental Actions required in connection with the work done or proposed to be done have been obtained, (y) in the reasonable opinion of the Administrative Agent and the Owner Participant and the Independent Engineer, the matters referred to in such certificate can be accomplished in the manner provided for in such certificate and (z) the Administrative Agent and the Owner Participant shall have each received (I) evidence of any lien waivers requested to be obtained by it, and (II) evidence, satisfactory to the Administrative Agent and the Owner Participant, that the Lien of the Lessee Security Documents is in full force and effect; or
(iii) In the event that Insurance and Condemnation Proceeds Deposits shall any amounts remain in the Insurance and Condemnation Proceeds Account after application thereof in accordance with this paragraph (dc), the Escrow Security Agent shall transfer the same either apply such Insurance and Condemnation Proceeds Deposits to the Managing General Partner to be applied payment of the Lessee Obligations or in accordance with Section 4.7 9(g)(iii) of the Facility Lease, in accordance with the instructions of the Administrative Agent and the Owner Participant.
(d) If the Owner Participant or the Administrative Agent shall at any time notify the Security Agent that an Event of Loss has occurred, then, unless the Project is being repaired in accordance with Section 9(c)(i) of the Facility Lease (as certified to the Security Agent by the Partnership Agreement.and countersigned by the Administrative Agent and the Owner Participant), the Security Agent shall promptly withdraw the Insurance and Condemnation Proceeds Deposits from the Insurance and Condemnation Proceeds Account and deliver the same to be applied by the Indenture Trustee to the payment of the Lessee Obligations and the Owner Trustee Obligations in accordance with the provisions of Section 5.3
Appears in 1 contract
Samples: Security Deposit Agreement (Panda Interfunding Corp)
Insurance and Condemnation Proceeds Account. (a) Each of the Partnership and the Managing General Partner shall deposit in the Insurance and Condemnation Proceeds Account (i) all payments received by it from any insurer pursuant to the insurance maintained by the Partnership under Section 7.2(f) of the Partnership Agreement and Section 6.5(a) of the General Partner Credit Agreement and (ii) all awards and proceeds of a Taking with respect to the Project.
(b) All cash, cash equivalents, instruments, investments and securities at any time on deposit in the Insurance and Condemnation Proceeds Account, including all interest or other income earned with respect thereto, are herein called the "Insurance and Condemnation Proceeds Deposits".
(cb) The Insurance and Condemnation Proceeds Deposits shall be accumulated in the Insurance and Condemnation Proceeds Account and held therein until paid to or upon the order of the Managing General Partner Partnership as provided in paragraph (c) of this Section 4.11, or paid to GE Capital as provided in paragraph (d) or (e) of this Section 4.054.11, or applied returned to the Partnership as provided in Sections 4.05(e), 4.08 or 9.02Section 9.2.
(di) If the amount of Insurance and Condemnation Proceeds Deposits shall of the Partnership is less than $500,000, such amount shall, subject to the provisions of paragraphs (d) and (e) of this Section 4.11, be paid over to or upon the order of the Partnership Partnership, as the case may be, to reimburse it for, or to pay, the cost of renewing, repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned property in respect of which such moneys were received, upon the receipt by the Escrow Secur ity Agent of a certificate of a Responsible an Authorized Officer of the Managing General PartnerPartnership, countersigned by GE Capital, (iA) describing containing the plans and specifications setting forth in reasonable detail the work done or proposed to be done and materials purchased or to be purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost property, or condemned property and (iiB) stating the specific amount requested to be paid over to or upon the order of the Partnership, Partnership or that such amount is requested to reimburse the Partnership as the case may be, for, or to pay, the cost of such renewal, costs actually incurred to repair, rebuilding rebuild or other replacement replace property and that such amount, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the cost costs of such renewal, repair, rebuilding or other replacement, and . GE Capital shall countersign such certificate if (iiiw) stating that no Special Lease Default or Lease Event of Default has occurred and is continuing.
, (x) GE Capital shall have received an opinion of counsel, satisfactory to it, stating that all Governmental Actions required in connection with the work done or proposed to be done have been obtained, (y) in the reasonable opinion of GE Capital and GE Capital's Representative, the matters referred to in such certificate can be accomplished in the manner provided for in such certificate and (z) GE Capital shall have received (I) evidence of any lien waivers requested to be obtained by it, a nd (II) evidence, satisfactory to GE Capital, that the Lien of th e Collateral Security Documents is in full force and effect; or (i) if the amount of Insurance and Condemnation Proceeds Deposits is more than $500,000, such amount shall, subject to the provisions of paragraphs (d) and (e) of this Section 4.11, be paid over to the Persons entitled thereto from time to time (as set forth in the certificate referred to below) to pay the cost of repairing, rebuilding or otherwise replacing the damaged or destroyed or lost or condemned property in respect of which such moneys were received, upon the receipt by the Security Agent of a certificate of an Authorized Officer of the Partnership countersigned by GE Capital, (A) containing the plans and specifications setting forth in reasonable detail the work done or proposed to be done and the materials purchased or to be purchased by way of the renewal, repair, rebuilding or other replacement of the damaged or destroyed or lost or condemned property and (B) stating the specific amounts requested to be paid, the Persons to whom and the dates on which such amounts are to be paid, that such amounts will be used to pay costs actually incurred to repair, rebuild or replace property and that such amounts, together with amounts remaining in the Insurance and Condemnation Proceeds Account for such purpose and other funds of the Partnership available for such purpose, are sufficient to pay in full the costs of such renewal, repair, rebuilding or other replacement. GE Capital shall countersign such certificate if (w) no Lease Default or Lease Event of Default has occurred an d is continuing, (x) GE Capital shall have received an opinion of counsel, satisfactory to it, stating that all Governmental Actions required in connection with the work done or proposed to be done have been obtained, (y) in the reasonable opinion of GE Capital and GE Capital's Representative, the matters referred to in such certificate can be accomplished in the manner provided for in such certificate and (z) GE Capital shall have received (I) evidence of any lien waivers requested to be obtained by it, and (II) evidence, satisfactory to GE Capital, that the Lien of the Collateral Security Documents is in full force and effect; or (ii) In the event that Insurance and Condemnation Proceeds Deposits shall any amounts remain in the Insurance and Condemnation Proceeds Account after application thereof in accordance with this paragraph (dc), the Escrow Security Agent shall transfer the same either apply such Insurance and Condemnation Proceeds Deposits to the Managing General Partner to be applied payment of the Obligations or in accordance with Section 4.7 9(g)(iii) of the Partnership AgreementFacility Lease, in accordance with the instructions of GE Capital.
Appears in 1 contract
Samples: Security Deposit Agreement (Panda Interfunding Corp)
