Common use of Loss Proceeds Account Clause in Contracts

Loss Proceeds Account. The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Loss Proceeds Account” (account number 0000000) (the “Loss Proceeds Account”). All Loss Proceeds paid or payable to or for the account of the Borrower or any Project Company under any insurance policies maintained by the Borrower or any Project Company or otherwise shall be deposited in the Loss Proceeds Account, except for any such Loss Proceeds that the Security Agent determines the Borrower is entitled to pursuant to the proviso set forth in the definition of Restoration Conditions in the Financing Agreement, which shall be paid to an unrestricted account directed by the Borrower. If the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify to the satisfaction of the Security Agent, that repair or restoration of the affected portion of the Project is technically and economically feasible prior to the Maturity Date under the Financing Agreement (or, to the extent applicable, such shorter period during which Insurance Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are available to Borrower in the Loss Proceeds Account to make such repairs and restorations, such funds on deposit in the Loss Proceeds Account shall be transferred to the Borrower from time to time to rebuild, repair, restore or replace the affected portion of the Project. If the Borrower elects to satisfy the Restoration Conditions with respect to a single event for Loss Proceeds paid to the Borrower in excess of $1,500,000 and such Restoration Conditions are satisfied, such funds on deposit in the Loss Proceeds Account shall be transferred to the Borrower from time to time to rebuild, repair, restore or replace the affected portion of the Project. If the Borrower elects not to satisfy the Restoration Conditions (or if the Restoration Conditions are not otherwise satisfied) with respect to a single event for Loss Proceeds paid to the Borrower or any Project Company in excess of $1,500,000, such funds on deposit in the Loss Proceeds Account shall be transferred to the Revenue Account to be applied pursuant to Section 6(b).

Loss Proceeds Account. (a) The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Net Available Amount of all Loss Proceeds Account” (account number 0000000) (the “Loss Proceeds Account”). All Loss Proceeds paid or payable to or for the account of the Borrower or any Project Company under any insurance policies maintained received by the Borrower or any Project Company or otherwise shall be deposited in into the Loss Proceeds AccountAccount or, except for in the case of the proceeds of any business interruption (or similar) insurance, in the Construction Account prior to the Term Conversion Date and the Revenue Account on or after the Term Conversion Date. If any such Loss Proceeds that the Security Agent determines are received by the Borrower is entitled to pursuant (or any Affiliate of Borrower), such Loss Proceeds shall be received in trust for the Collateral Agent, shall be segregated from other funds of the Borrower (or any Affiliate of Borrower), and shall be forthwith paid into the Loss Proceeds Account or, in the case of the proceeds of any business interruption (or similar) insurance, into the Construction Account prior to the proviso set forth Term Conversion Date and the Revenue Account on or after the Term Conversion Date, in the definition same form as received (with any necessary endorsement). (b) If there shall occur any single Event of Restoration Conditions Loss with respect to which the replacement value of the item of property subject to the Event of Loss does not exceed [***] the Net Available Amount of any Loss Proceeds in respect of such Event of Loss shall be applied by the Borrower to the prompt payment of the cost of the repair or restoration of such damage or destruction. (c) If the Borrower receives Loss Proceeds relating to an Event of Loss in respect of a single Event of Loss greater than $[***] (as determined by the replacement value of the item of property subject to the Event of Loss) and the following conditions have been satisfied in the Financing Agreementreasonable determination of (and in consultation with the Independent Engineer), which shall be paid or waived by, the Required Lenders (the “Conditions to Release of Funds”): (i) such damage or destruction does not constitute the destruction of all or substantially all of the Portfolio; (ii) no Event of Default has occurred and is continuing (other than an unrestricted account directed by Event of Default resulting solely from such damage or destruction) and after giving effect to any proposed repair and restoration, such damage or destruction or proposed repair and restoration will not result in a Default or Event of Default; (iii) the Borrower. If the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify to certify, and the satisfaction of the Security AgentRequired Lenders determine in their reasonable judgment, that repair or restoration of the affected portion of the Project Projects is technically and economically feasible prior to the Maturity Date under the Financing Agreement (or, to the extent applicable, such shorter within a period during which Insurance Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), [***] days and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are is or will be available to the Borrower in the Loss Proceeds Account to make such repairs and restorations; (iv) the Required Lenders in consultation with the Independent Engineer reasonably determine that after repair and restoration, the Projects should be as capable of generating Project Revenues as prior to the casualty and consistent with the Lender Base Case Projections; (v) (A) no material Permit is necessary to proceed with the repair and restoration and (B) no material amendment to any of the Transaction Documents is necessary for the purpose of effecting the repairs or restorations and (C) no material amendment to this Agreement or any of the Transaction Documents is necessary for the purpose of subjecting the repairs or restorations to the Liens of the Security Documents; provided that, if any such funds on deposit Permits or amendments are required, the Borrower will be able to obtain such as and when required; (vi) upon the request of the Required Lenders, a legal opinion delivered to the Required Lenders and the Collateral Agent and acceptable to the Required Lenders (acting reasonably) at the Borrower’s expense, opining that that such repairs or restoration are capable of being subject to the Liens of the Security Documents; (vii) no periodic payments are being made or required to be made under the Policy; and (viii) the Collateral Agent shall receive such additional mechanic’s lien waivers, certificates, opinions or other matters as the Required Lenders may reasonably request as necessary or appropriate in connection with such repairs or restoration or to preserve or protect the Lenders’ interests hereunder and in the Collateral, then the Net Available Amount of such Loss Proceeds Account shall be applied by the Borrower to the prompt repair or restoration of the Projects in accordance with the following procedures: (A) the Borrower shall submit a detailed report to Collateral Agent describing the Borrower’s plan for effectuating repairs or restoration, and such report shall be subject to the review and approval of the Required Lenders in consultation with the Independent Engineer (such approval not to be unreasonably withheld, conditioned or delayed); and (B) from time to time after the Required Lenders shall have duly approved the making of such repairs or restoration, the Collateral Agent’s release of Loss Proceeds for application toward such repairs or restoration shall be conditioned upon the Borrower’s delivery to the Collateral Agent of a certificate in respect of such repairs or restorations stating: (w) in reasonable detail the nature of the works to be effected with such release, (x) estimates of the aggregate cost and the specific amounts requested to be paid over to or upon the order of the Borrower and that such amount is requested to pay the cost thereof, (y) that the aggregate amount requested by the Borrower (when added to any other Loss Proceeds received by the Borrower and any cash equity contributions by the Sponsors received by the Borrower) does not exceed the estimated cost and that a sufficient amount of funds is or will be available to the Borrower for such works, and (z) that no Event of Default has occurred and is continuing other than an Event of Default resulting solely from such damage or destruction. (d) If the Borrower receives Loss Proceeds relating to an Event of Loss in respect of a single Event of Loss greater than $[***] (as determined by the replacement value of the item of property subject to the Event of Loss) and the Conditions to Release of Funds are not met, then the Net Available Amount of such Loss Proceeds shall be transferred to the Borrower from time Prepayment Account and shall be applied to time to rebuild, repair, restore or replace the affected portion mandatory prepayment of the Project. If Loans pursuant to Section 2.13(a) of the Borrower elects Credit Agreement; provided that such prepayment shall be limited only to satisfy the Restoration Conditions with respect ratable amount of the Loans related to a single event for the Systems affected by such mandatory prepayment event. (e) If, after Loss Proceeds paid have been applied to the Borrower repair or restoration of the Project as provided in Sections 4.6(a) through (c), of the repayment of the Loans as provided in Section 4.6(d), there remain any excess Loss Proceeds, the Net Available Amount of $1,500,000 and such Restoration Conditions are satisfied, such funds on deposit in the Loss Proceeds Account shall be transferred to the Borrower from time to time to rebuild, repair, restore or replace the affected portion of the Project. If the Borrower elects not to satisfy the Restoration Conditions (or if the Restoration Conditions are not otherwise satisfied) with respect to a single event for Loss Proceeds paid to the Borrower or any Project Company in excess of $1,500,000, such funds on deposit in the Loss Proceeds Account shall be transferred to the Revenue Account to be applied pursuant to Section 6(b)Account.

Loss Proceeds Account. The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Loss Proceeds Account” (account number 0000000i) (the “Loss Proceeds Account”). All Loss Proceeds paid or payable to or for the account of the Borrower or any Project Company under any insurance policies maintained and Eminent Domain Proceeds received by the Borrower or any Project Company or otherwise Guarantors shall be deposited in the Loss Proceeds Account, except for any . The Depositary shall separately segregate such Loss Proceeds and Eminent Domain Proceeds for distribution in the manner as set forth below: (A) In the event that the Security Agent applicable Guarantor determines that the Borrower is entitled affected Project cannot be rebuilt, repaired or restored to pursuant permit operation of all or a portion of such Project on a commercially reasonable basis following an Event of Eminent Domain or Event of Loss, or that the Loss Proceeds or the Eminent Domain Proceeds together with any other amounts available to the proviso set forth in Guarantors for such rebuilding, repair or restoration are not sufficient to permit such rebuilding, repair or restoration, upon delivery to the definition Depositary and Trustee of Restoration Conditions in a certificate of a Responsible Officer of the Financing Agreement, which shall be paid to an unrestricted account directed by the Borrower. If Guarantors (containing customary assumptions and qualifications and information concerning the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify Eminent Domain Proceeds to be transferred to the satisfaction Redemption Account) certifying to the foregoing then the Trustee shall deliver to the Depositary an Allocation Certificate. Upon receipt of the Security AgentAllocation Certificate, that repair the Depositary shall withdraw, transfer or restoration of distribute the affected portion of monies representing the Project is technically and economically feasible prior to Loss Proceeds or the Maturity Date under the Financing Agreement (or, to the extent applicable, such shorter period during which Insurance Eminent Domain Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are available to Borrower in the Loss Proceeds Account to make the Redemption Account. (B) In the event that the applicable Guarantor determines not to rebuild, repair or restore the affected Project following an Event of Eminent Domain or Event of Loss, upon delivery to the Depositary and Trustee of a certificate of a Responsible Officer of such repairs Guarantor certifying that the Guarantor has determined not to rebuild, repair or restore the affected Project and restorationsinformation concerning the amount of Loss Proceeds or Eminent Domain Proceeds to be transferred to the Redemption Account, such funds on deposit the Trustee shall deliver to the Depositary an Allocation Certificate. If only a portion of the affected Project is capable of being rebuilt or replaced, the Trustee shall deliver to the Depositary an Allocation Certificate setting forth the amount of the Loss Proceeds or the Eminent Domain Proceeds in excess of the cost of repairing or replacing the affected Project. Upon receipt of the Allocation Certificate, the Depositary shall withdraw, transfer or distribute the monies representing the Loss Proceeds or the Eminent Domain Proceeds in the Loss Proceeds Account shall be transferred to the Borrower from time to time Redemption Account. (1) In the event that the applicable Guarantor has determined to rebuild, repair, repair or restore all or replace the affected a portion of the affected Project. If , upon delivery to the Borrower elects to satisfy Depositary and Trustee of a certificate of a Responsible Officer of the Restoration Conditions with respect to relevant Guarantor certifying that all or a single event for portion, as applicable, of the Project will be rebuilt, repaired or restored, the Depositary shall transfer the applicable Loss Proceeds paid to or Eminent Domain Proceeds, as the Borrower in excess of $1,500,000 and such Restoration Conditions are satisfiedcase may be, such funds on deposit in the Loss Proceeds Account to the Restoration Sub-Account. Amounts held in the Restoration Sub-Account shall be transferred applied solely for the payment of the costs of rebuilding, restoration or repair of the affected Project as set forth below or as otherwise contemplated herein. If the amount deposited in the Restoration Sub-Account with respect to any Event of Loss or Event of Eminent Domain exceeds $5,000,000 per Event of Loss or Event of Eminent Domain, the relevant Guarantor shall deliver to the Borrower Depositary and the Trustee (x) a restoration budget (as amended, modified or supplemented from time to time, the "Restoration Budget") ------------------ prepared by the relevant Guarantor identifying all categories and approximate amounts reasonably anticipated to be incurred in connection with the rebuilding, restoration or repair, together with a statement of uses of proceeds of the Restoration Sub-Account and any other monies necessary to complete the rebuilding, restoration or repair and (y) a restoration progress payment schedule (as amended, modified or supplemented from time to rebuildtime, repairthe "Restoration Progress Payment Schedule") determined by the Guarantors for the -------------------------------------- projected Requisitions to be made from the Restoration Sub-Account. (2) Before any withdrawal or transfer shall be made from the Restoration Sub-Account, restore there shall be filed with the Depositary with respect to each Funding Date: (I) a requisition from the relevant Guarantor substantially in the form attached hereto as Exhibit B (a "Restoration ----------- Requisition"), dated not more than three Business Days prior to such ----------- Funding Date as set forth therein on which such withdrawal and transfer is requested to be made, signed by a Responsible Officer of the relevant Guarantor; (II) if the amount requested in any consecutive twelve-month period with respect to any Event of Loss or replace Event of Eminent Domain exceeds $5,000,000 in the aggregate for all Projects affected by such occurrence, an Independent Engineer's Certificate in the form attached hereto as Appendix I to Exhibit B, dated not more than three Business Days prior to the Funding Date; and (III) if clause (II) above does not apply, the Restoration Requisition shall so state. (3) On the Funding Date referred to in Section 3.10(i)(C)(2) or as soon thereafter as practicable following receipt of the documents described in Sections 3.10(i)(C)(2)(I) through (III) above, the Depositary shall withdraw and transfer from the Restoration Sub-Account and shall pay to the relevant Guarantor or to Persons directed by it in writing the amounts set forth in the Restoration Requisition. (4) Upon completion of any rebuilding, restoration or repair of all or a portion of the affected Project. If , there shall be filed with the Borrower elects not Depositary and the Trustee a certificate of a Responsible Officer of the relevant Guarantor certifying that the completion of the rebuilding, restoration or repair has been performed in accordance with standard industry practices and the amount, if any, required in its opinion to satisfy be retained in the Restoration Conditions (Sub-Account for the payment of any remaining costs of rebuilding, restoration or if repair not then due and payable or the liability for payment of which is being contested or disputed by the Guarantors and for the payment of reasonable contingencies following completion of the rebuilding, restoration or repair. Upon receipt of such certificate of a Responsible Officer, the Depositary shall transfer first the amount remaining in the Restoration Conditions are not otherwise satisfied) with respect to a single event for Loss Proceeds paid to the Borrower or any Project Company Sub-Account in excess of the amounts to remain in the Restoration Sub-Account as stated in the certificate of a Responsible Officer of the relevant Guarantor, to the Guarantors or to Persons directed by them in writing to the extent of any amounts which have been expended in connection with such rebuilding, restoration or repair (as set forth in such certificate of a Responsible Officer) and not previously reimbursed and second, segregate the remaining excess in the Restoration Sub-Account from any other amounts therein. If such remaining excess exceeds $1,500,0005,000,000, the Depositary shall transfer all of such funds on deposit monies in the Restoration Sub-Account to the Redemption Account for application pursuant to Section 3.11. Thereafter, upon receipt of a certificate of a Responsible Officer of the Guarantors certifying payment of all costs of rebuilding, restoration or repair of the Project, the Depositary shall transfer any amounts remaining in the Restoration Sub-Account to the Revenue Account. (ii) All Title Event Proceeds received by the Guarantors shall be deposited in the Loss Proceeds Account Account. The Depositary shall separately segregate such Title Event Proceeds for distribution in the manner set forth below: (A) Title Event Proceeds in respect of any particular Title Event shall be transferred applied in an effort to remedy the Title Event and for payment of expenses incurred in connection therewith, as set forth below. (B) Before any withdrawal and transfer shall be made from the Title Event Sub-Account, there shall be filed with the Depositary and the Trustee with respect to each Funding Date a requisition from the relevant Guarantor substantially in the form attached hereto as Exhibit C (a "Title Event ----------- Requisition"), dated not more than three Business Days prior to such Funding ----------- Date as set forth therein on which such withdrawal and transfer is requested to be made, signed by an Authorized Representative of the relevant Guarantor. (C) On the Funding Date referred to in Section 3.10(ii)(B) or as soon thereafter as practicable following receipt of the Title Event Requisition described in Section 3.10(ii)(B) above, the Depositary shall withdraw and transfer from the Title Event Sub-Account and shall pay to the Guarantors or Persons directed by them in writing the amounts set forth in such Title Event Requisition. (D) Upon completion of the effort to remedy the Title Event there shall be filed with the Depositary and the Trustee a certificate of a Responsible Officer of the relevant Guarantors certifying the result of the effort to remedy the Title Event and the amount, if any, required in its opinion to be retained in the Title Event Sub-Account for the payment of any remaining expenses. Upon receipt of the documents described in the immediately preceding sentence, the Depositary shall, first, transfer the amount remaining in the Title Event Sub-Account in excess of the amounts to remain in the Title Event Sub-Account as stated in the certificate of a Responsible Officer of the relevant Guarantor, to the relevant Guarantor or Persons directed by it in writing to the extent of any amounts expended in connection with such effort to remedy and not previously reimbursed and second, segregate the remainder in the Title Event Sub-Account from any other amounts therein. The Depositary shall transfer all of such remaining monies in the Title Event Sub-Account to the Redemption Account for application pursuant to Section 3.11. Thereafter, upon receipt of a certificate of a Responsible Officer of the relevant Guarantor certifying payment of all costs of remedying the Title Event, the Depositary shall transfer any amounts remaining in the Title Event Sub-Account to the Revenue Account to be applied pursuant to Section 6(b)Account.

Loss Proceeds Account. The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Loss Proceeds Account” (account number 0000000i) (the “Loss Proceeds Account”). All Loss Proceeds paid or payable to or for the account of the Borrower or any Project Company under any insurance policies maintained and Eminent Domain Proceeds received by the Borrower or any Project Company or otherwise Issuer shall be deposited in the Loss Proceeds Account, except for any . The Collateral Agent shall separately segregate such Loss Proceeds and Eminent Domain Proceeds for distribution in the manner as set forth below: (A) All costs, if any, incurred by the Collateral Agent or the Trustee in connection with any negotiation, action or proceeding to collect the Loss Proceeds or Eminent Domain Proceeds in question shall be withdrawn by the Collateral Agent and paid to the Collateral Agent or the Trustee, as applicable (or reimbursed to the extent the same have been paid or satisfied by the Issuer; provided that no less than three Business Days prior to any such withdrawal a Responsible Officer of the Collateral Agent or the Trustee, as applicable, shall provide the Issuer with a certificate with the relevant invoices, receipts or other documentation attached indicating the aggregate amount of costs actually incurred in connection with any of the negotiations, actions or proceedings described above; (B) In the event that the Security Agent Issuer determines that the Borrower is entitled Project cannot be rebuilt, repaired or restored to pursuant permit operation of all or a portion of the Project on a commercially reasonable basis following an Event of Eminent Domain or Event of Loss, or that the Loss Proceeds or the Eminent Domain Proceeds together with any other amounts available to the proviso set forth in Issuer for such rebuilding, repair or restoration are not sufficient to permit such rebuilding, repair or restoration, upon delivery to the definition Collateral Agent and Trustee of Restoration Conditions in a certificate of a Responsible Officer of the Financing Agreement, which shall be paid to an unrestricted account directed by the Borrower. If Issuer (containing customary assumptions and qualifications and information concerning the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify Eminent Domain Proceeds to be transferred to the satisfaction Redemption Account) certifying to the foregoing and specifying the amount of the Security AgentLoss Proceeds or Eminent Domain Proceeds, that repair as applicable. Upon receipt of such certificate from the Issuer, the Collateral Agent shall withdraw, transfer or restoration of distribute the affected portion of monies representing the Project is technically and economically feasible prior to Loss Proceeds or the Maturity Date under the Financing Agreement (or, to the extent applicable, such shorter period during which Insurance Eminent Domain Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are available to Borrower in the Loss Proceeds Account to make such repairs the Redemption Account. (C) In the event that the Issuer determines not to rebuild, repair or restore the Project following an Event of Eminent Domain or Event of Loss, upon delivery to the Collateral Agent and restorationsTrustee of a certificate of a Responsible Officer of the Issuer certifying that the Issuer has determined not to rebuild, such funds on deposit repair or restore the affected Project and information concerning the amount of Loss Proceeds or Eminent Domain Proceeds to be transferred to the Redemption Account. If only a portion of the Project is capable of being rebuilt or replaced, the Issuer shall deliver to the Collateral Agent and the Trustee certificate setting forth the amount of the Loss Proceeds or the Eminent Domain Proceeds in excess of the cost of repairing or replacing the Project. Upon receipt of the certificate, the Collateral Agent shall withdraw, transfer or distribute the monies representing the excess Loss Proceeds or the excess Eminent Domain Proceeds in the Loss Proceeds Account to the Redemption Account. (1) In the event that the Issuer has determined to rebuild, repair or restore all or a portion of the Project, upon delivery to the Collateral Agent and Trustee of a certificate of a Responsible Officer of the Issuer certifying that all or a portion, as applicable, of the Project will be rebuilt, repaired or restored, the Collateral Agent shall transfer the applicable Loss Proceeds or Eminent Domain Proceeds, as the case may be, in the Loss Proceeds Account to the Restoration Sub-Account. Amounts held in the Restoration Sub-Account shall be applied solely for the payment of the cost of rebuilding, restoration or repair of the Project as set forth below or as otherwise contemplated herein. If the amount deposited in the Restoration Sub-Account with respect to a particular Event or Loss or Event of Eminent Domain exceeds $1,000,000, the Issuer shall deliver to the Collateral Agent and the Trustee (x) a restoration budget with respect to such Event of Loss or Event of Eminent Domain (as amended, modified or supplemented from time to time, the "Restoration Budget") prepared by the Issuer identifying all categories and approximate amounts reasonably anticipated to be incurred in connection with the rebuilding, restoration or repair, together with a statement of uses of proceeds of the Restoration Sub-Account and any other monies necessary to complete the rebuilding, restoration or repair and (y) a restoration progress payment schedule with respect to such Event of Loss or Event of Eminent Domain (as amended, modified or supplemented from time to time, the "Restoration Progress Payment Schedule") determined by the Issuer for the projected requisitions to be made from the Restoration Sub-Account. (2) Before any withdrawal or transfer shall be made from the Restoration Sub-Account, there shall be filed with the Collateral Agent with respect to each Funding Date: (I) a requisition from the Issuer substantially in the form attached hereto as Exhibit B (a "Restoration Requisition"), dated not more than three Business Days prior to such Funding Date as set forth therein on which such withdrawal and transfer is requested to be made, signed by a Responsible Officer of the Issuer; (II) if the amount deposited in the Restoration Sub- Account with respect to any Event of Loss or Event of Eminent Domain in question exceeds $1,000,000, an Independent Engineer's Certificate in the form attached hereto as Appendix I to Exhibit B, dated not more than three Business Days prior to the Funding Date; (III) if clause (II) above does not apply, the Restoration Requisition shall so state; and (IV) a certification by the Title Company dated the Funding Date to the effect that there are then no mechanics', workmen's, materialmen's, supplier's, construction or other like Liens filed of record against the Project, except such that are referred to in clauses (a) and (b) of paragraph 7 of Exhibit B hereto. (3) On the Funding Date referred to in Section 3.10(i)(D)(2) or as soon thereafter as practicable following receipt of the documents described in Sections 3.10(i)(D)(2)(I) through (III) above, the Collateral Agent shall withdraw and transfer from the Restoration Sub- Account and shall pay to the Issuer or to Persons directed by it in writing the amounts set forth in the Restoration Requisition. (4) Upon completion of any rebuilding, restoration or repair of all or a portion of the Project, there shall be filed with the Collateral Agent and the Trustee a certificate of a Responsible Officer of the Issuer certifying that the completion of the rebuilding, restoration or repair has been performed in accordance with standard industry practices and the amount, if any, required in its opinion to be retained in the Restoration Sub-Account for the payment of any remaining costs of rebuilding, restoration or repair not then due and payable or the liability for payment of which is being contested or disputed by the Issuer and for the payment of reasonable contingencies following completion of the rebuilding, restoration or repair. Upon receipt of such certificate of a Responsible Officer, the Collateral Agent shall transfer first the amount remaining in the Restoration Sub-Account in excess of the amounts to remain in the Restoration Sub-Account as stated in the certificate of a Responsible Officer of the Issuer, to the Issuer or to Persons directed by the Issuer in writing to the extent of any amounts which have been expended in connection with such rebuilding, restoration or repair (as set forth in such certificate of a Responsible Officer) and not previously reimbursed and second, segregate the remaining excess in the Restoration Sub-Account from any other amounts therein. The Collateral Agent shall transfer any monies remaining in the Restoration Sub-Account after the application of the monies therein as provided in the preceding two sentences to the Redemption Account for application pursuant to Section 3.11. ---- Thereafter, upon receipt of a certificate of a Responsible Officer of the Issuer certifying payment of all costs of rebuilding, restoration or repair of the Project, the Collateral Agent shall transfer any amounts remaining in the Restoration Sub-Account to the Revenue Account. Any monies retained in the Restoration Sub-Account pursuant to the first sentence of this paragraph (4) and not used for the purposes set forth in said sentence within one (1) year shall be transferred to the Borrower from time Redemption Account for application pursuant to time Section 3.11. (E) Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, (1) the Collateral Agent may at its option (and without obligation to rebuilddo so) use the Loss Proceeds and Eminent Domain Proceeds held by it to pay for the cost of restoration, repair, restore rebuilding or replace repair effect by the affected portion Collateral Agent; and (2) at the direction of the Project. If the Borrower elects to satisfy the Restoration Conditions with respect to a single event for Trustee shall transfer all Loss Proceeds and Eminent Domain Proceeds then held by it (or so much thereof as the Trustee shall direct) to the Redemption Account for application as provided in Section 3.11. (ii) All Title Event Proceeds received by the Issuer shall be paid to the Borrower in excess of $1,500,000 and such Restoration Conditions are satisfied, such funds on deposit Collateral Agent. All Title Event Proceeds received by the Collateral Agent shall be deposited in the Loss Proceeds Account. The Collateral Agent shall separately segregate such Title Event Proceeds for distribution in the manner set forth below: (A) All costs, if any, incurred by the Collateral Agent or the Trustee in connection with any negotiation, retain or proceeding to collect the Title Event Proceeds in question shall be withdrawn by the Collateral Agent and paid to the Collateral Agent or the Trustee, as applicable (or reimbursed to the extent the same have been paid or satisfied by the Issuer); provided that no less than three Business Days prior to any such withdrawal a Responsible Officer of the Collateral Agent or the Trustee, as applicable, shall provide the Issuer with a certificate with the relevant invoices, receipts or other documentation attached, indicating the aggregate amount of costs actually incurred in connection with any of the negotiations, actions or proceedings described above; (B) Title Event Proceeds in respect of any particular Title Event remaining following the withdrawal of any amounts pursuant to paragraph (A) above shall be applied in an effort to remedy the Title Event and for payment of expenses incurred in connection therewith, as set forth below. (C) Except for amounts withdrawn pursuant to Section 3.10(ii)(A) above, before any withdrawal and transfer shall be made from the Title Event Sub-Account, there shall be filed with the Collateral Agent and the Trustee with respect to each Funding Date a requisition from the Issuer substantially in the form attached hereto as Exhibit C (a "Title Event Requisition"), dated not more than three Business Days prior to such Funding Date as set forth therein on which such withdrawal and transfer is requested to be made, signed by a Responsible Officer of the Issuer. (D) On the Funding Date referred to in Section 3.10(ii)(C) or as soon thereafter as practicable following receipt of the Title Event Requisition described in Section 3.10(ii)(C) above, the Collateral Agent shall withdraw and transfer from the Title Event Sub-Account and shall pay to the Issuer or Persons directed by the Issuer in writing the amounts set forth in such Title Event Requisition. (E) Upon completion of the effort to remedy the Title Event there shall be filed with the Collateral Agent and the Trustee a certificate of a Responsible Officer of the Issuer certifying the result of the effort to remedy the Title Event and the amount, if any, required in its opinion to be retained in the Title Event Sub-Account for the payment of any remaining expenses. Upon receipt of the documents described in the immediately preceding sentence, the Collateral Agent shall, first, transfer the amount remaining in the Title Event Sub-Account in excess of the amounts to remain in the Title Event Sub-Account as stated in the certificate of a Responsible Officer of the Issuer, to the Issuer or Persons directed by it in writing to the extent of any amounts expended in connection with such effort to remedy and not previously reimbursed and second, segregate the remainder in the Title Event Sub- Account from any other amounts therein. The Collateral Agent shall transfer any monies remaining in the Title Event Sub-Account after application of the monies therein as provided in the preceding sentence to the Redemption Account for application pursuant to Section 3.11. Thereafter, upon receipt of a certificate of a Responsible ---- Officer of the Issuer certifying payment of all costs of remedying the Title Event, the Collateral Agent shall transfer any amounts remaining in the Title Event Sub-Account to the Revenue Account. Any monies retained in the Title Event Sub-Account pursuant to the first sentence of this paragraph E and not used for the purposes set forth in said sentence within one (1) year shall be transferred to the Borrower from time Redemption Account for application pursuant to time Section 3.11. (F) Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, (1) the Collateral Agent may at its option (and without obligation to rebuild, repair, restore or replace do so) use the affected portion Title Event Proceeds held by it to pay for the cost of curing the Title Event in question; and (2) at the direction of the Project. If the Borrower elects not to satisfy the Restoration Conditions Trustee shall transfer all Title Event Proceeds then held by it (or if so much thereof as the Restoration Conditions are not otherwise satisfiedTrustee shall direct) to the Redemption Account for application pursuant to Section 3.11. (G) Notwithstanding the foregoing, any Title Event Proceeds payable with respect to a single event for Loss Proceeds paid any New York mortgage recording tax with respect to the Borrower or First Mortgage and any Project Company in excess of $1,500,000, such funds on deposit in the Loss Proceeds Account penalties and interest relating thereto shall be transferred used solely to the Revenue Account to be applied pursuant to Section 6(b)pay such mortgage recording tax, penalties and interest.

Loss Proceeds Account. (a) The Borrower Issuer shall, and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson shall cause each of its Subsidiaries to, cause all Loss Proceeds, Title Proceeds and Eminent Domain Proceeds received (including, without limitation, Loss Proceeds Account” (account number 0000000) (the “Loss or Eminent Domain Proceeds Account”). All Loss Proceeds paid or payable received by Ormesa subsequent to or for the account a repayment of the Borrower or any Project Company under any insurance policies maintained by Ormesa Credit Agreement with proceeds from the Borrower or any Project Company or otherwise shall Ormesa Repayment Account) to be deposited in the Loss Proceeds AccountAccount subject to disbursement for repair or replacement of the assets affected, except for or otherwise, as follows: (i) If the Issuer or any such Loss Proceeds that Subsidiaries of the Security Agent determines the Borrower is entitled to pursuant Issuer certifies to the proviso set forth in the definition of Restoration Conditions in the Financing Agreement, which shall be paid to an unrestricted account directed by the Borrower. If the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify to the satisfaction of the Security Agent, Depositary that repair or restoration of the affected portion of a Project is not capable of being rebuilt or replaced to permit operation on a commercially reasonable basis, or if the Issuer or any of its Subsidiaries, determine that the Loss Proceeds and Eminent Domain Proceeds, together with any other amounts available for such rebuilding or replacement, are not sufficient to permit such rebuilding or replacement, and if the aggregate Loss Proceeds or Eminent Domain Proceeds are in excess of $5.0 million, the Depositary will transfer the Net Available Amount of such Loss Proceeds and Eminent Domain Proceeds to the Redemption Account in accordance with the Indenture and this Depositary Agreement and the amount representing the Collection Expenses shall be transferred to the Revenue Account. If such Loss Proceeds or Eminent Domain Proceeds are equal to or less than $5.0 million, all such amounts shall be transferred to the Revenue Account. (ii) If the Issuer or any of its Subsidiaries certifies to the Depositary that it has determined not to rebuild, repair or restore all or a portion of a Project and if the aggregate Loss Proceeds or Eminent Domain Proceeds are in excess of $5.0 million, the Depositary shall withdraw and transfer to the Redemption Account the Net Available Amount of the Loss Proceeds or Eminent Domain Proceeds and the amount representing the Collection Expenses shall be transferred to the Revenue Account. If only a portion of the applicable Project is capable of being rebuilt or replaced, and if the aggregate Loss Proceeds or Eminent Domain Proceeds are in excess of $5.0 million, the Depositary shall transfer the Net Available Amount of the Loss Proceeds and Eminent Domain Proceeds in excess of the cost of repairing or replacing the applicable Project to the Redemption Account in accordance with the Indenture and this Depositary Agreement and the amount representing the Collection Expenses shall be transferred to the Revenue Account. If such Loss Proceeds or Eminent Domain Proceeds are equal to or less than $5.0 million, all such amounts shall be transferred to the Revenue Account. (1) In the event that the Issuer or any of its Subsidiaries has determined to rebuild, repair or restore all or a portion of the Project, upon delivery to the Depositary of an Officer's Certificate of the Issuer certifying that all or a portion, as applicable, of the Project is technically will be rebuilt, repaired or restored on a commercially reasonable basis and economically feasible prior the Net Available Amount of the Loss Proceeds or the Eminent Domain Proceeds, together with any other amounts available to the Maturity Date under Issuer or its Subsidiaries for such rebuilding, repair or restoration are sufficient to permit such rebuilding, repair or restoration, the Financing Agreement (orDepositary shall transfer the Net Available Amount of such Loss Proceeds or Eminent Domain Proceeds, to as the extent applicablecase may be, such shorter period during which Insurance Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are available to Borrower in the Loss Proceeds Account to make such repairs and restorations, such funds on deposit the Restoration Sub-Account. Amounts held in the Loss Proceeds Restoration Sub-Account shall be transferred applied solely for the payment of the costs of rebuilding, restoration or repair of the Project as set forth below or as otherwise contemplated herein. If the amount deposited in the Restoration Sub-Account with respect to any Event of Loss or Event of Eminent Domain exceeds $5,000,000 per Event of Loss or Event of Eminent Domain, the Issuer shall deliver to the Borrower Depositary and the Trustee (x) a restoration budget (as amended, modified or supplemented from time to time, the "Restoration Budget") prepared by the Issuer identifying all categories and approximate amounts reasonably anticipated to be incurred in connection with the rebuilding, restoration or repair, together with a statement of uses of proceeds of the Restoration Sub-Account and any other monies necessary to complete the rebuilding, restoration or repair and (y) a restoration progress payment schedule (as amended, modified or supplemented from time to rebuildtime, repairthe "Restoration Progress Payment Schedule") determined by the Issuer for the projected requisitions to be made from the Restoration Sub-Account. The Depositary shall have no obligation to review the Restoration Budget or the Restoration Progress Payment Schedule, restore but shall hold such documents for the benefit of the Holders. (2) Before any withdrawal or replace transfer shall be made from the affected Restoration Sub-Account, there shall be filed with the Depositary with respect to each Disbursement Date: (I) a requisition from the Issuer substantially in the form attached hereto as Appendix C (a "Restoration Requisition"), dated not more than three (3) Business Days prior to such Disbursement Date as set forth therein on which such withdrawal and transfer is requested to be made, signed by an Authorized Representative of the Issuer; (II) if the amount requested in any consecutive twelve-month period with respect to any Event of Loss or Event of Eminent Domain exceeds $10,000,000 in the aggregate, an Independent Engineer's Certificate substantially in the form attached hereto as Exhibit I to Appendix C, dated not more than three (3) Business Days prior to the Disbursement Date; and (III) if clause (II) above does not apply, the Restoration Requisition shall so state. (3) On the Disbursement Date referred to in Section 3.11(b)(2) or as soon thereafter as practicable following receipt of the documents described in Sections 3.11(b)(2)(I) through (III) above, the Depositary shall withdraw and transfer from the Restoration Sub-Account and shall pay to the Issuer or to Persons directed by it in writing the amounts set forth in the Restoration Requisition. (i) Upon completion of any rebuilding, restoration or repair of all or a portion of the Project, there shall be filed with the Depositary an Officer's Certificate of the Issuer certifying that the completion of the rebuilding, restoration or repair has been performed in accordance with standard industry practices and the amount, if any, required in its opinion to be retained in the Restoration Sub-Account for the payment of any remaining costs of rebuilding, restoration or repair not then due and payable or the liability for payment of which is being contested or disputed by the Issuer and for the payment of reasonable contingencies following completion of the rebuilding, restoration or repair. Upon receipt of such Officer's Certificate, the Depositary shall transfer first the amount remaining in the Restoration Sub-Account in excess of the amounts to remain in the Restoration Sub-Account as stated in such Officer's Certificate, to the Issuer or to Persons directed by it in writing to the extent of any amounts which have been expended in connection with such rebuilding, restoration or repair (as set forth in such Officer's Certificate) and not previously reimbursed and second, segregate the remaining excess in the Restoration Sub-Account from any other amounts therein. If such remaining excess exceeds $5,000,000, the Borrower elects to satisfy Depositary shall transfer all of such monies in the Restoration Conditions Sub-Account to the Redemption Account for application pursuant to Section 3.10. If such remaining excess is equal to or less than $5,000,000, the Depositary shall transfer all of such monies in the Restoration Sub-Account to the Revenue Account. Thereafter, upon receipt of an Officer's Certificate of the Issuer certifying payment of all costs of rebuilding, restoration or repair of the Project, the Depositary shall transfer any amounts remaining in the Restoration Sub-Account to the Revenue Account. (ii) All Title Event Proceeds received by the Issuer or any of its Subsidiaries shall be deposited in the Title Event Sub-Account of the Loss Proceeds Account. The Depositary shall separately segregate such Title Event Proceeds for distribution in the manner set forth below: (A) Title Event Proceeds in respect of any particular Title Event shall be applied in an effort to remedy the Title Event and for payment of expenses incurred in connection therewith, as set forth below. (B) Before any withdrawal and transfer shall be made from the Title Event Sub-Account, there shall be filed with the Depositary with respect to each Disbursement Date a single event for Loss Proceeds paid requisition from the Issuer substantially in the form attached hereto as Appendix D (a "Title Event Requisition"), dated not more than three (3) Business Days prior to such Disbursement Date as set forth therein on which such withdrawal and transfer is requested to be made, signed by an Authorized Representative of the Issuer. (C) On the Disbursement Date referred to in Section 3.11(b) (2) or as soon thereafter as practicable following receipt of the Title Event Requisition described in Section 3.11(b)(4)(ii)(B) above, the Depositary shall withdraw and transfer from the Title Event Sub-Account and shall pay to the Borrower Issuer or Persons directed by it in writing the amounts set forth in such Title Event Requisition. (D) Upon completion of the effort to remedy the Title Event there shall be filed with the Depositary an Officer's Certificate of the Issuer certifying the result of the effort to remedy the Title Event and the amount, if any, required in its opinion to be retained in the Title Event Sub-Account for the payment of any remaining expenses. Upon receipt of the documents described in the immediately preceding sentence, the Depositary shall, first, transfer the amount remaining in the Title Event Sub-Account in excess of $1,500,000 and such Restoration Conditions are satisfied, such funds on deposit the amounts to remain in the Loss Proceeds Title Event Sub-Account shall be transferred as stated in the Officer's Certificate of the Issuer, to the Borrower from time to time to rebuild, repair, restore Issuer or replace the affected portion of the Project. If the Borrower elects not to satisfy the Restoration Conditions (or if the Restoration Conditions are not otherwise satisfied) with respect to a single event for Loss Proceeds paid Persons directed by it in writing to the Borrower or extent of any Project Company amounts expended in excess of $1,500,000connection with such effort to remedy and not previously reimbursed and second, such funds on deposit segregate the remainder in the Loss Proceeds Title Event Sub-Account from any other amounts therein. The Depositary shall be transferred transfer all of such monies in the Title Event Sub-Account to the Redemption Account for application pursuant to Section 3.10 (if such monies exceed $5,000,000) or to the Revenue Account (if such monies are equal to be applied pursuant or less than $5,000,000). Thereafter, upon receipt of an Officer's Certificate of the Issuer certifying payment of all costs of remedying the Title Event, the Depositary shall transfer any amounts remaining in the Title Event Sub-Account to Section 6(b)the Revenue Account.

Loss Proceeds Account. (a) The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Net Available Amount of all Loss Proceeds Account” (account number 0000000) (the “Loss Proceeds Account”). All Loss Proceeds paid or payable to or for the account of the Borrower or any Project Company under any insurance policies maintained received by the Borrower or any Project Company or otherwise shall be deposited in into the Loss Proceeds AccountAccount or, except for in the case of the proceeds of any business interruption (or similar) insurance, in the Construction Account prior to the Term Conversion Date and the Revenue Account on or after the Term Conversion Date. If any such Loss Proceeds that the Security Agent determines are received by the Borrower is entitled to pursuant (or any Affiliate of Borrower), such Loss Proceeds shall be received in trust for the Collateral Agent, shall be segregated from other funds of the Borrower (or any Affiliate of Borrower), and shall be forthwith paid into the Loss Proceeds Account or, in the case of the proceeds of any business interruption (or similar) insurance, into the Construction Account prior to the proviso set forth Term Conversion Date and the Revenue Account on or after the Term Conversion Date, in the definition same form as received (with any necessary endorsement). (b) If there shall occur any single Event of Restoration Conditions Loss with respect to which the replacement value of the item of property subject to the Event of Loss does not exceed [***] the Net Available Amount of any Loss Proceeds in respect of such Event of Loss shall be applied by the Borrower to the prompt payment of the cost of the repair or restoration of such damage or destruction. (c) If the Borrower receives Loss Proceeds relating to an Event of Loss in respect of a single Event of Loss greater than $[***] (as determined by the replacement value of the item of property subject to the Event of Loss) and the following conditions have been satisfied in the Financing Agreementreasonable determination of (and in consultation with the Independent Engineer), which shall be paid or waived by, the Required Lenders (the “Conditions to Release of Funds”): (i) such damage or destruction does not constitute the destruction of all or substantially all of the Portfolio; (ii) no Event of Default has occurred and is continuing (other than an unrestricted account directed by Event of Default resulting solely from such damage or destruction) and after giving effect to any proposed repair and restoration, such damage or destruction or proposed repair and restoration will not result in a Default or Event of Default; (iii) the Borrower. If the amount of Loss Proceeds received for a single event is $1,500,000 or less and Borrower and the Independent Engineer certify to certify, and the satisfaction of the Security AgentRequired Lenders determine in their reasonable judgment, that repair or restoration of the affected portion of the Project Projects is technically and economically feasible prior to the Maturity Date under the Financing Agreement within a period of one hundred eighty (or, to the extent applicable, such shorter period during which Insurance Proceeds are available under the business interruption insurance maintained by or on behalf of Borrower or any Project Company), 180) days and Borrower demonstrates to the Security Agent and the Independent Engineer that a sufficient amount of funds are is or will be available to the Borrower in the Loss Proceeds Account to make such repairs and restorations; (iv) the Required Lenders in consultation with the Independent Engineer reasonably determine that after repair and restoration, the Projects should be as capable of generating Project Revenues as prior to the casualty and consistent with the Lender Base Case Projections; (v) (A) no material Permit is necessary to proceed with the repair and restoration and (B) no material amendment to any of the Transaction Documents is necessary for the purpose of effecting the repairs or restorations and (C) no material amendment to this Agreement or any of the Transaction Documents is necessary for the purpose of subjecting the repairs or restorations to the Liens of the Security Documents; provided that, if any such funds on deposit Permits or amendments are required, the Borrower will be able to obtain such as and when required; (vi) upon the request of the Required Lenders, a legal opinion delivered to the Required Lenders and the Collateral Agent and acceptable to the Required Lenders (acting reasonably) at the Borrower’s expense, opining that that such repairs or restoration are capable of being subject to the Liens of the Security Documents; (vii) no periodic payments are being made or required to be made under the Policy; and (viii) the Collateral Agent shall receive such additional mechanic’s lien waivers, certificates, opinions or other matters as the Required Lenders may reasonably request as necessary or appropriate in connection with such repairs or restoration or to preserve or protect the Lenders’ interests hereunder and in the Collateral, then the Net Available Amount of such Loss Proceeds Account shall be applied by the Borrower to the prompt repair or restoration of the Projects in accordance with the following procedures: (A) the Borrower shall submit a detailed report to Collateral Agent describing the Borrower’s plan for effectuating repairs or restoration, and such report shall be subject to the review and approval of the Required Lenders in consultation with the Independent Engineer (such approval not to be unreasonably withheld, conditioned or delayed); and (B) from time to time after the Required Lenders shall have duly approved the making of such repairs or restoration, the Collateral Agent’s release of Loss Proceeds for application toward such repairs or restoration shall be conditioned upon the Borrower’s delivery to the Collateral Agent of a certificate in respect of such repairs or restorations stating: (w) in reasonable detail the nature of the works to be effected with such release, (x) estimates of the aggregate cost and the specific amounts requested to be paid over to or upon the order of the Borrower and that such amount is requested to pay the cost thereof, (y) that the aggregate amount requested by the Borrower (when added to any other Loss Proceeds received by the Borrower and any cash equity contributions by the Sponsors received by the Borrower) does not exceed the estimated cost and that a sufficient amount of funds is or will be available to the Borrower for such works, and (z) that no Event of Default has occurred and is continuing other than an Event of Default resulting solely from such damage or destruction. (d) If the Borrower receives Loss Proceeds relating to an Event of Loss in respect of a single Event of Loss greater than $[***] (as determined by the replacement value of the item of property subject to the Event of Loss) and the Conditions to Release of Funds are not met, then the Net Available Amount of such Loss Proceeds shall be transferred to the Borrower from time Prepayment Account and shall be applied to time to rebuild, repair, restore or replace the affected portion mandatory prepayment of the Project. If Loans pursuant to Section 2.13(a) of the Borrower elects Credit Agreement; provided that such prepayment shall be limited only to satisfy the Restoration Conditions with respect ratable amount of the Loans related to a single event for the Systems affected by such mandatory prepayment event. (e) If, after Loss Proceeds paid have been applied to the Borrower repair or restoration of the Project as provided in Sections 4.6(a) through (c), of the repayment of the Loans as provided in Section 4.6(d), there remain any excess Loss Proceeds, the Net Available Amount of $1,500,000 and such Restoration Conditions are satisfied, such funds on deposit in the Loss Proceeds Account shall be transferred to the Borrower from time to time to rebuild, repair, restore or replace the affected portion of the Project. If the Borrower elects not to satisfy the Restoration Conditions (or if the Restoration Conditions are not otherwise satisfied) with respect to a single event for Loss Proceeds paid to the Borrower or any Project Company in excess of $1,500,000, such funds on deposit in the Loss Proceeds Account shall be transferred to the Revenue Account to be applied pursuant to Section 6(b)Account.