Common use of Insurance Proceeds and Condemnation Proceeds Clause in Contracts

Insurance Proceeds and Condemnation Proceeds. All Insurance Proceeds and Condemnation Proceeds shall be applied as provided in this Section 5.19 and in accordance with the Collateral Agency Agreement. (a) The Borrower shall deposit into the Insurance/Condemnation Proceeds Account all Insurance Proceeds received following an Event of Damage and all Condemnation Proceeds received following an Event of Taking. (b) If the Insurance Proceeds or Condemnation Proceeds result from a loss that is not a Total Loss, to the extent that the Permitted Bridge Prepayment Conditions have been satisfied, such Insurance Proceeds and Condemnation Proceeds shall be deposited first, pursuant to Section 3.02(f) of the Collateral Agency Agreement, in the Principal Payment Account in amounts required to prepay the principal of and accrued interest on any applicable Insurance/Condemnation Proceeds Bridge Indebtedness, and any balance, if arising from a Minor Loss, shall be deposited into (i) the Construction Account if such proceeds are received on or prior to the Conversion Date and shall be applied by the Borrower in accordance with Section 3.02(a) of the Collateral Agency Agreement, or (ii) the Revenue Account in accordance with Section 3.02(e) of the Collateral Agency Agreement if such proceeds are received after the Conversion Date and shall be applied by the Borrower to restore or repair the Project, or, if (in the case of Condemnation Proceeds) the failure to restore or repair the Project would not reasonably be expected to have a Material Adverse Effect, for any purposes at the discretion of the Borrower otherwise consistent with Section 3.03(b) of the Collateral Agency Agreement. (c) If the Insurance Proceeds or Condemnation Proceeds result from a loss that is not a Minor Loss or a Total Loss and are not applied pursuant to Section 5.19(b) above, such proceeds shall be retained within the Insurance/Condemnation Proceeds Account and used to restore or repair the Project if the Borrower certifies in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Independent Engineer) that no Event of Default (other than as a result of an Event of Taking or Event of Damage for which such proceeds have or will be paid) has occurred and is continuing or will occur as a result of such restoration or repair and that funds are available to meet the Borrower’s obligations under the Financing Documents while the Project is being restored or repaired. If any such proceeds remain in the Insurance/Condemnation Proceeds Account 18 months after the receipt thereof and are not reasonably expected to be applied within 6 months to satisfy contractual commitments entered into in connection with the restoration or repair of the Project, such remaining proceeds shall be used to prepay the principal amount of Loans pursuant to Section 2.09(b); provided, however, that no such prepayment shall be required if such remaining proceeds are in the amount of $5,000,000 or less. Any proceeds remaining in the Insurance/Condemnation Proceeds Account following the application of funds required above shall be deposited into (i) the Construction Account at any time on or prior to the Conversion Date or (ii) the Revenue Account at any time after the Conversion Date, in each case to be applied as set forth in the Collateral Agency Agreement. (d) If the Insurance Proceeds or Condemnation Proceeds result from a Total Loss, such Insurance Proceeds shall be used to prepay the principal amount of Loans pursuant to Section 2.09(b).

Insurance Proceeds and Condemnation Proceeds. All Insurance Proceeds and Condemnation Proceeds shall be applied as provided in this Section 5.19 5.17 and in accordance with the Collateral Agency Depositary Agreement. (a) The Borrower shall deposit deposit, or cause to be deposited, into the Insurance/Condemnation and Disposition Proceeds Account all Insurance Proceeds received following an Event of Damage and all Condemnation Proceeds received following an Event of Taking. (b) If the Insurance Proceeds or Condemnation Proceeds result from a loss an Event of Damage or Event of Taking that is not a Total Loss, to the extent that the Permitted Bridge Prepayment Conditions have been satisfied, such Insurance Proceeds and Condemnation Proceeds shall be deposited first, pursuant to Section 3.02(f) of the Collateral Agency Agreement, in the Principal Payment Account in amounts required to prepay the principal of and accrued interest on any applicable Insurance/Condemnation Proceeds Bridge Indebtedness, and any balance, if arising from a Minor Loss, such proceeds shall be withdrawn from the Insurance/Condemnation and Disposition Proceeds Account and deposited into (i) the Construction Account if such proceeds are received on or prior to the Conversion Date and shall be applied by the Borrower in accordance with Section 3.02(a) of the Collateral Agency Agreement, or (ii) the Revenue Account in accordance with Section 3.02(e) of the Collateral Agency Agreement if such proceeds are received after the Conversion Date and shall be applied by the Borrower to restore or repair the Project, or, if (as set forth in the case of Condemnation Proceeds) the failure to restore or repair the Project would not reasonably be expected to have a Material Adverse Effect, for any purposes at the discretion of the Borrower otherwise consistent with Section 3.03(b) of the Collateral Agency Depositary Agreement. (c) If the Insurance Proceeds or Condemnation Proceeds result from a loss an Event of Damage or Event of Taking that is not a Minor Loss or a Total Loss and are not applied pursuant to Section 5.19(b) aboveMajor Loss, such proceeds shall be retained within the Insurance/Condemnation and Disposition Proceeds Account and used to restore or repair the Project if the Borrower certifies provides (i) a written restoration notice, including a preliminary proposed plan, budget and schedule for the applicable restoration action, within 30 days of the occurrence of the Event of Damage or Event of Taking in form and substance reasonably satisfactory acceptable to the Administrative Agent (in consultation with the Independent Engineer) and (ii) a written certification that no Event of Default (other than as a result of an Event of Taking or Event of Damage for which such proceeds have or will be paid) has occurred and is continuing or will occur as a result of such restoration or repair and that funds are available to meet the Borrower’s obligations under the Financing Transaction Documents while the Project is being restored or repaired. . (d) If the Insurance Proceeds or Condemnation Proceeds result from an Event of Damage or Event of Taking that is a Major Loss, such proceeds shall be retained within the Insurance/Condemnation and Disposition Proceeds Account and used to restore or repair the Project if the Borrower provides (i) a written restoration notice, including a preliminary proposed plan, budget and schedule for the applicable restoration action, within 30 days of the occurrence of the Event of Damage or Event of Taking in form and substance reasonably acceptable to the Required Lenders (in consultation with the Independent Engineer) (such Required Lender approval not to be unreasonably withheld, conditioned or delayed), (ii) a written restoration or repair plan within 60 days of the occurrence of the Event of Damage or Event of Taking in form and substance reasonably satisfactory to the Required Lenders (in consultation with the Independent Engineer) (such Required Lender approval not to be unreasonably withheld, conditioned or delayed) and (iii) a written certification that no Event of Default has occurred and is continuing or will occur as a -138- result of such restoration or repair and that funds are available to meet the Borrower’s obligations under the Transaction Documents while the Project is being restored or repaired. (e) If any such proceeds remain in the Insurance/Condemnation and Disposition Proceeds Account 18 (i) with respect to any Event of Damage or an Event of Taking that is either a Major Loss or neither a Minor Loss nor a Major Loss, and a restoration notice and, if applicable, written restoration or repair plan, have not been submitted or approved within the time periods specified in clauses (c) or (d) above, as applicable or (ii) with respect to any Event of Damage or an Event of Taking occurring prior to the Conversion Date, on the date that is the earlier of 12 months after following receipt of such proceeds and the receipt thereof and are not reasonably expected to be applied within 6 months Conversion Date (unless such remaining proceeds are, as of such date, committed to satisfy contractual commitments arrangements entered into in connection with the restoration or repair of the ProjectProject and are actually so applied within six months of such date), then, in each case, such remaining proceeds shall be used to prepay the principal amount of Loans pursuant to Section 2.09(b); provided. (f) Following receipt of written certification from the Borrower in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Independent Engineer) that restoration or repair of the Project is complete, however, that no such prepayment shall be required if such remaining proceeds are in the amount of $5,000,000 or less. Any any proceeds remaining in the Insurance/Condemnation and Disposition Proceeds Account following the application of funds required above shall be deposited into (i) the Construction Account at any time on or prior to the Conversion Date or (ii) the Revenue Account at any time after the Conversion Date, in each case to be applied as set forth in the Collateral Agency Depositary Agreement. (d) If the Insurance Proceeds or Condemnation Proceeds result from a Total Loss, such Insurance Proceeds shall be used to prepay the principal amount of Loans pursuant to Section 2.09(b).

Insurance Proceeds and Condemnation Proceeds. All Prior to the Conversion Date, all Insurance Proceeds and Condemnation Proceeds shall be applied as provided in the Construction Credit Agreement and the Construction Period Depositary Agreement. On and after the Conversion Date, all Insurance Proceeds and Condemnation Proceeds shall be applied as provided in this Section 5.19 5.17 and in accordance with the Collateral Agency Depositary Agreement. (a) The Borrower shall deposit into and shall cause each Subsidiary to, to the Insurance/Condemnation Proceeds Account extent of its rights under the Applicable LLC Agreements, retain and segregate from its other funds all Insurance Proceeds received following an Event of Damage and all Condemnation Proceeds received following an Event of Taking. (b) If the Insurance Proceeds or Condemnation Proceeds result from a loss an Event of Damage or Event of Taking that is not a Total Loss, to the extent that the Permitted Bridge Prepayment Conditions have been satisfied, such Insurance Proceeds and Condemnation Proceeds shall be deposited first, pursuant to Section 3.02(f) of the Collateral Agency Agreement, in the Principal Payment Account in amounts required to prepay the principal of and accrued interest on any applicable Insurance/Condemnation Proceeds Bridge Indebtedness, and any balance, if arising from a Minor Loss, shall be deposited into (i) the Construction Account if such proceeds are received on or prior to the Conversion Date and shall may be applied used by the Borrower in accordance with Section 3.02(aProject Company (following any required consent or other authorization under each Applicable LLC Agreement) of the Collateral Agency Agreement, or (ii) the Revenue Account in accordance with Section 3.02(e) of the Collateral Agency Agreement if such proceeds are received after the Conversion Date and shall be applied by the Borrower to restore or repair the Project, or, if (in the case of Condemnation Proceeds) the failure to restore or repair the Project would or for other purposes not reasonably be expected to have a Material Adverse Effect, for any purposes at inconsistent with the discretion terms of the Borrower otherwise consistent with Section 3.03(b) of the Collateral Agency this Agreement. (c) If the Insurance Proceeds or Condemnation Proceeds result from a loss an Event of Damage or Event of Taking that is not a Minor Loss or a Total Loss and are not applied pursuant to Section 5.19(b) aboveMajor Loss, such proceeds shall may be retained within used by the Insurance/Condemnation Proceeds Account and used Project Company (following any required consent or other authorization under each Applicable LLC Agreement) to restore or repair the Project if the Borrower certifies Project Company provides (i) a written restoration notice, including a preliminary proposed plan, budget and schedule for the applicable restoration action, within 30 days of the occurrence of the Event of Damage or Event of Taking in form and substance reasonably satisfactory acceptable to the Administrative Agent (in consultation with the Independent Engineer) and (ii) a written certification that no Event of Default (other than as a result of an Event of Taking or Event of Damage for which such proceeds have or will be paid) has occurred and is continuing or will occur as a result of such restoration or repair and that funds are available to meet the Borrower’s and each Subsidiary's obligations under the Financing Transaction Documents while the Project is being restored or repaired. If any such proceeds remain in the Insurance/Condemnation Proceeds Account 18 months after the receipt thereof and are not reasonably expected to be applied within 6 months to satisfy contractual commitments entered into in connection with the restoration or repair of the Project, such remaining proceeds shall be used to prepay the principal amount of Loans pursuant to Section 2.09(b); provided, however, that no such prepayment shall be required if such remaining proceeds are in the amount of $5,000,000 or less. Any proceeds remaining in the Insurance/Condemnation Proceeds Account following the application of funds required above shall be deposited into (i) the Construction Account at any time on or prior to the Conversion Date or (ii) the Revenue Account at any time after the Conversion Date, in each case to be applied as set forth in the Collateral Agency Agreement. (d) If the Insurance Proceeds or Condemnation Proceeds result from an Event of Damage or Event of Taking that is a Total Major Loss, such Insurance proceeds may be used by the Project Company (following any required consent or other authorization under each Applicable LLC Agreement) to restore or repair the Project if the Project Company provides (i) a written restoration notice, including a preliminary proposed plan, budget and schedule for the applicable restoration action, within 30 days of the occurrence of the Event of Damage or Event of Taking in form and substance reasonably acceptable to the Required Lenders (in consultation with the Independent Engineer) (such Required Lender approval not to be unreasonably withheld, conditioned or delayed) , (ii) a written restoration or repair plan within 60 days of the occurrence of the Event of Damage or Event of Taking in form and substance reasonably satisfactory to the Required Lenders (in consultation with the Independent Engineer) (such Required Lender approval not to be unreasonably withheld, conditioned or delayed) and (iii) a written certification that no Event of Default has occurred and is continuing or will occur as a result of such restoration or repair and that funds are available to meet the Borrower’s and each Subsidiary's obligations under the Transaction Documents while the Project is being restored or repaired. (e) If any such proceeds remain unutilized by the Project Company (following any required consent or other authorization under each Applicable LLC Agreement) with respect to any Event of Damage or an Event of Taking that is either a Major Loss or neither a Minor Loss nor a Major Loss, and a restoration notice and, if applicable, written restoration or repair plan, have not been submitted or approved within the time periods specified in clauses (c) or (d) above, as applicable, then, in each case, the Borrower, to the extent permitted by the terms of the Applicable LLC Agreements, shall cause such remaining proceeds to be deposited into the Insurance/Condemnation and Disposition Proceeds shall Account to be used to prepay the principal amount of Loans pursuant to Section 2.09(b). (f) Following receipt of written certification from the Project Company in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Independent Engineer) that restoration or repair of the Project is complete, any proceeds remaining in the Insurance/Condemnation and Disposition Proceeds Account following the application of funds required above shall be deposited into the Revenue Account to be applied as set forth in the Depositary Agreement.