Common use of Loss Proceeds Account Clause in Contracts

Loss Proceeds Account. (a) Amounts on deposit in the Loss Proceeds Account shall be held therein until distribution in the manner set forth in clauses (b) through (e) below. (b) Upon the deposit of Loss Proceeds into the Loss Proceeds Account, the Borrower shall deliver to the Depositary Agent an Officer’s Certificate (with copy to the Administrative Agent) setting forth (i) the source of such Loss Proceeds, (ii) the reasonable expenses incurred in respect of the collection of such Loss Proceeds, and (iii) whether the Net Available Amount of such Loss Proceeds is required to be applied to the prepayment of Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. The Depositary Agent shall transfer the amount representing such reasonable expenses referred to in clause (ii) of the preceding sentence directly to the Project Revenues Collection Account. (c) In the event that pursuant to Sections 5.11 and 6.3(b) of the Credit Agreement the Borrower is required to prepay the Loans from the Net Available Amount of Loss Proceeds, then the Depositary Agent shall transfer the monies representing the Net Available Amount of such Loss Proceeds to the Administrative Agent in accordance with the instructions of the Administrative Agent for application to the prepayment of the Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. (d) In the event that pursuant to Section 5.11 of the Credit Agreement the Borrower shall be required to Restore the Project, then upon delivery to the Depositary Agent (with a copy to the Administrative Agent) of an Officer’s Certificate certifying that all of the conditions set forth in Section 5.11 of the Credit Agreement have been satisfied, the Net Available Amount of Loss Proceeds on deposit in the Loss Proceeds Account shall be applied in accordance with Section 4.13(e) below. (i) Before any withdrawal and transfer shall be made from the Loss Proceeds Account on a Requisition Date, there shall be filed with the Depositary Agent (with a copy to the Administrative Agent) at least three Business Days prior to such Requisition Date a requisition from the Borrowers’ Agent in the form attached hereto as Exhibit B (a “Restoration Requisition”) dated not more than eight Business Days prior to the Requisition Date on which such withdrawal and transfer is to be made, signed by an Authorized Officer of the Borrowers’ Agent, together with the certificates and other items required to be attached thereto in accordance with Exhibit B. (ii) On any Requisition Date referred to in Section 4.13(e)(i), following receipt of the documents described in Section 4.13(e)(i), the Depositary Agent shall withdraw and transfer from the Loss Proceeds Account and shall remit to or upon the order of the Borrower the amount set forth in the Restoration Requisition, and thereafter the Borrower shall remit or cause to be remitted to the applicable payees any amounts so transferred in accordance with such Restoration Requisition. (iii) Upon completion of any Restoration Work, there shall be filed with the Depositary Agent (with a copy to the Administrative Agent) (A) an Officer’s Certificate certifying the completion of the Restoration of the Project and the amount, if any, required in the opinion of the Borrower to be retained in the Loss Proceeds Account for the payment of any remaining costs of Restoration not then due and payable or the liability for payment of which is being contested or disputed by the Borrower and for the payment of reasonable contingencies following completion of the Restoration and (B) if the Net Available Amount of Loss Proceeds initially deposited in the Loss Proceeds Account in respect of such Event of Loss exceeded $15,000,000, a certificate of an Authorized Officer of the Independent Engineer stating that completion of the Restoration of the Project has occurred and concurring with the amounts to be retained in the Loss Proceeds Account. Upon receipt of the documents described in clauses (A) and (B) above, the Depositary Agent shall transfer the amount, if any, remaining in the Loss Proceeds Account in excess of the amounts, if any, to remain in the Loss Proceeds Account as stated in the Officer’s Certificate referred to in the preceding sentence, to the Project Revenues Collection Account. Thereafter, upon receipt of an Officer’s Certificate certifying payment of all costs of Restoration of the Project, the Depositary Agent shall transfer any amounts remaining in the Loss Proceeds Account to the Project Revenues Collection Account.

Loss Proceeds Account. (a) Amounts on deposit in All Loss Proceeds shall be deposited into the Loss Proceeds Account shall be held therein until distribution in and, subject to the manner set forth in clauses provisions of this Section 3.10, applied to the payment, or reimbursement to the extent the same have been paid or satisfied by the Company, of the costs of (bi) through rebuilding, repairing and restoring the Energy Complex or any part thereof that has been affected by an Event of Loss or Event of Eminent Domain or (eii) belowbuilding a Replacement Facility. (b) Upon The Collateral Agent is hereby authorized to disburse from the deposit of Loss Proceeds into Account the amount required to be paid for the rebuilding, repair or restoration of the Energy Complex or any part thereof, or the building of a Replacement Facility, as specified in Section 3.10(a). The Collateral Agent is hereby authorized and directed to issue its checks or transfer funds electronically for each disbursement from the Loss Proceeds Account, upon receipt of a requisition in substantially the Borrower shall deliver form of Exhibit A, submitted to the Depositary Agent an Officer’s Certificate (with copy to the Administrative Collateral Agent) setting forth (i) the source of such Loss Proceeds, (ii) the reasonable expenses incurred in respect of the collection of such Loss Proceeds, and (iii) whether the Net Available Amount of such Loss Proceeds is required to be applied to the prepayment of Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. The Depositary Agent shall transfer the amount representing such reasonable expenses referred to in clause (ii) of the preceding sentence directly to the Project Revenues Collection Account. (c) In the event that pursuant to Sections 5.11 and 6.3(b) of the Credit Agreement the Borrower is required to prepay the Loans from the Net Available Amount of Loss Proceeds, then the Depositary Agent shall transfer the monies representing the Net Available Amount of such Loss Proceeds to the Administrative Agent in accordance with the instructions of the Administrative Agent for application to the prepayment of the Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. (d) In the event that pursuant to Section 5.11 of the Credit Agreement the Borrower shall be required to Restore the Project, then upon delivery to the Depositary Agent (with a copy to the Administrative Agent) of an Officer’s Certificate certifying that all of the conditions set forth in Section 5.11 of the Credit Agreement have been satisfied, the Net Available Amount of Loss Proceeds on deposit in the Loss Proceeds Account shall be applied in accordance with Section 4.13(e) below. (i) Before any withdrawal and transfer shall be made from the Loss Proceeds Account on a Requisition Date, there shall be filed with the Depositary Agent (with a copy to the Administrative Agent) at least three Business Days prior to such Requisition Date a requisition from the Borrowers’ Agent in the form attached hereto as Exhibit B (a “Restoration Requisition”) dated not more than eight Business Days prior to the Requisition Date on which such withdrawal and transfer is to be made, signed by an Authorized Officer of the Borrowers’ AgentCompany, together with an Independent Engineer Confirmation; provided, however, that such Independent Engineer Confirmation shall not be required if such requisition includes a certification that the amount requested pursuant to such requisition, together with the certificates and other items required amounts requested or to be attached thereto requested pursuant to all other such requisitions made or reasonably expected to be made (i) during the same Fiscal Year in which such requisition is so submitted to the Collateral Agent, does not exceed $5,000,000 in the aggregate or (ii) in respect of any Event of Loss or Event of Eminent Domain, does not exceed $7,500,000 in the aggregate. The Collateral Agent shall be entitled to rely on all certifications and statements in such requisitions. The Collateral Agent shall keep and maintain adequate records pertaining to the Loss Proceeds Account and all disbursements therefrom and shall file an accounting thereof with the Company, the Independent Engineer and the Mill Owners within three (3) months following the end of each Fiscal Year. (c) If an Event of Loss or an Event of Eminent Domain shall occur, as soon as reasonably practicable but no later than the date of receipt of Loss Proceeds with respect thereto, the Company shall make a reasonable good faith determination as to (i) (A) whether or not (1) the Energy Complex or any portion thereof can be rebuilt, repaired or restored to permit operation of the Energy Complex at substantially the same level of performance as the Energy Complex was capable of being operated immediately prior to such Event of Loss or Event of Eminent Domain (such determination to take into account the impact of such Event of Loss or Event of Eminent Domain on the Mills) and (2) such rebuilding, repair or restoration would be xxxxxred by Section 10.7(b)(ii) of the Master Operating Agreement or (B) whether or not (1) a Replacement Facility can be built to provide services to some or all of the Mills (such determination to take into account the impact of suxx Xxent of Loss or Event of Eminent Domain on the Mills) and (2) such Replacement Facility would be required by Sxxxxxn 10.7(b)(ii) of the Master Operating Agreement, for which (based upon projections of the Company prepared in accordance with Exhibit B.Section 1.15 of the Indenture and Section 1.12 of the IDB Lease Agreement and with any comparable provision of the Working Capital Facility) the minimum Senior Debt Service Coverage Ratio for each Fiscal Year commencing with such Replacement Facility's anticipated commercial operation date through the Fiscal Year in which the last maturity of Senior Debt is scheduled to mature is projected to equal or exceed the minimum Senior Debt Service Coverage Ratio projected for the Energy Complex for each such Fiscal Year based upon the circumstances existing immediately prior to such Event of Loss or Event of Eminent Domain and (ii) whether or not such Loss Proceeds, together with any Additional Available Proceeds with respect to such Event of Loss or Event of Eminent Domain, are sufficient to permit such rebuilding, repair or restoration of the Energy Complex or a portion thereof, or such building of a Replacement Facility (such determination of sufficiency in each instance in this Section 3.10 to take into account, among other things, funds required to pay principal of and interest on the Senior Debt becoming due during such period in which commercial operation of the Energy Complex is interrupted as a result of such Event of Loss or Event of Eminent Domain). The determination of the Company pursuant to this Section 3.10(c) shall be evidenced by an Officer's Certificate of the Company filed with the Collateral Agent, which (in the event the Company determines that the Energy Complex or a portion thereof can be rebuilt, repaired, restored or replaced subject to the conditions hereof and that such Loss Proceeds, together with such Additional Available Proceeds, are sufficient therefor) shall also set forth a reasonable good faith estimate by the Company of the total cost of such rebuilding, repair, restoration or replacement; provided, however, that if the Mill Owners are the prevailing party in a dispute the subject matter of which is, or includes, whether or not the Company is required under the terms of the Master Operating Agreement to rebuild the Energy Complex, then the Company shall deliver such Officer's Certificate to the Collateral Agent. The Company shall also deliver to the Collateral Agent, at the time it delivers such Officer's Certificate, an Independent Engineer Confirmation, dated the date of such Officer's Certificate, stating that, based upon reasonable investigation and review of the determinations made by the Company, the Independent Engineer believes that the determinations and the estimate of the total cost set forth in such Officer's Certificate are reasonable. (i) If a determination relating to an Event of Loss or Event of Eminent Domain is made pursuant to Section 3.10(c) that (A) neither the Energy Complex nor any portion thereof can be rebuilt, repaired, restored or replaced, subject to the conditions contained therein, or (B) the Loss Proceeds with respect thereto, together with any Additional Available Proceeds, are not sufficient to permit such rebuilding, repair, restoration or replacement, then all of such Loss Proceeds shall be distributed in accordance with Section 6.2(a). Any such Loss Proceeds that are distributed to the Senior Secured Parties shall, pursuant to Section 6.2(a), be applied to the redemption of all Senior Debt in accordance with the terms of the Financing Documents. Additional Available Proceeds shall be distributed by the Collateral Agent (upon receipt by the Collateral Agent of an Officer's Certificate of the Company to such effect) to the Company. (ii) On any Requisition Date referred Subject to in paragraph (iv) of this Section 4.13(e)(i3.10(d), following receipt if a determination relating to an Event of Loss or Event of Eminent Domain is made pursuant to Section 3.10(c)(i)(A) that (A) the documents Energy Complex can be completely rebuilt, repaired or restored to permit operation on a commercially feasible basis as described therein and (B) the Loss Proceeds with respect thereto, together with any Additional Available Proceeds, are sufficient to permit such rebuilding, repair or restoration, then all of such Loss Proceeds and Additional Available Proceeds shall remain on deposit in Section 4.13(e)(i), the Depositary Agent shall withdraw and transfer from the Loss Proceeds Account and shall remit to or upon the order of the Borrower the amount set forth in the Restoration Requisition, and thereafter the Borrower shall remit or cause to be remitted to the applicable payees any amounts so transferred applied in accordance with such Restoration Requisition. (iii) Section 3.10(b). Upon completion of any Restoration Worksuch complete rebuilding, there shall be filed with the Depositary Agent (with a copy to the Administrative Agent) (A) an Officer’s Certificate certifying the completion repair or restoration of the Restoration of the Project and the amountEnergy Complex, if any, required in the opinion of the Borrower to be retained in the any Excess Loss Proceeds Account for the payment of any remaining costs of Restoration not then due and payable or the liability for payment of which is being contested or disputed by the Borrower and for the payment of reasonable contingencies following completion of the Restoration and (B) if the Net Available Amount of Loss Proceeds initially deposited in the Loss Proceeds Account in with respect of to such Event of Loss exceeded $15,000,000, a certificate or Event of an Authorized Officer of the Independent Engineer stating that completion of the Restoration of the Project has occurred and concurring Eminent Domain shall be distributed in accordance with the amounts to be retained in the Loss Proceeds AccountSection 6.2(b). Upon receipt of the documents described in clauses (A) and (B) above, the Depositary Agent shall transfer the amount, if any, Any monies remaining in the Loss Proceeds Account in excess following such distribution shall be deposited into the Revenue Account; provided, however, that such monies shall, solely to the extent they constitute Additional Available Proceeds, be distributed by the Collateral Agent (upon receipt by the Collateral Agent of an Officer's Certificate of the amountsCompany to such effect) to the Company. (iii) Subject to paragraph (iv) of this Section 3.10(d), if anya determination relating to an Event of Loss or Event of Eminent Domain is made pursuant to Section 3.10(c)(i)(A) or 3.10(c)(i)(B) that (A) a portion of the Energy Complex can be rebuilt, repaired or restored to permit operation on a commercially feasible basis as described in Section 3.10(c)(i)(A) or 3.10(c)(i)(B) or a Replacement Facility can be built, subject to the conditions contained therein, and (B) the Loss Proceeds with respect thereto, together with any Additional Available Proceeds, are sufficient to permit such rebuilding, repair, restoration or replacement, then all of such Loss Proceeds and Additional Available Proceeds shall remain on deposit in the Loss Proceeds Account as stated and shall be applied in the Officer’s Certificate referred to in the preceding sentenceaccordance with Section 3.10(b). Upon completion of any such rebuilding, to the Project Revenues Collection Account. Thereafterrepair, upon receipt of an Officer’s Certificate certifying payment of all costs of Restoration restoration or replacement of the ProjectEnergy Complex, the Depositary Agent any Excess Loss Proceeds with respect to such Event of Loss or Event of Eminent Domain shall transfer any amounts be distributed in accordance with Section 6.2(b). Any monies remaining in the Loss Proceeds Account following such distribution shall be deposited into the Revenue Account; provided, however, that such monies shall, solely to the Project Revenues Collection Accountextent they constitute Additional Available Proceeds, be distributed by the Collateral Agent (upon receipt by the Collateral Agent of an Officer's Certificate of the Company to such effect) to the Company. (iv) Notwithstanding paragraphs (ii) and (iii) of this Section 3.10(d), at the election of the Company, all of the Loss Proceeds, together with any Additional Available Proceeds, with respect to an Event of Loss or Event of Eminent Domain shall be distributed in accordance with Section 6.2(a), provided that, at the time of such election, (A) the Company is not otherwise required under the Master Operating Agreement or the Lease, as applicable, to rebuild, repair, restore or replace the Energy Complex or to apply Loss Proceeds to the rebuilding, repair, restoration or replacement of the Energy Complex and (B) the Company files with the Collateral Agent an Officer's Certificate certifying (together with an Independent Engineer Confirmation) that (1) the monies on deposit (including any Additional Available Proceeds) in the Loss Proceeds Account are sufficient to redeem all Senior Debt, (2) all or substantially all of the Energy Complex has suffered loss or been destroyed or otherwise rendered unfit for normal use in connection with such Event of Loss or all or substantially all of the Energy Complex has been the subject of a compulsory transfer or taking, or transfer under threat of compulsory transfer or taking, in connection with such Event of Eminent Domain and (3) the Company is not otherwise required under the Master Operating Agreement or the Lease, as applicable, to rebuild, repair, restore or replace the Energy Complex, or to apply Loss Proceeds to the rebuilding, repair, restoration or replacement of the Energy Complex. Such Officer's Certificate shall be accompanied by an Opinion of Counsel to the effect set forth in clause (3) above; provided, however, that if any Dispute (as defined in the Master Operating Agreement) has arisen between the Mill Owners and the Company with respect to the compliance of such election with the applicable provisions of the Master Operating Agreement and the Lease, as applicable, the Company shall also deliver to the Collateral Agent satisfactory evidence of the conclusive resolution of such Dispute pursuant to the dispute resolution provisions of the Master Operating Agreement. Any such Loss Proceeds that are distributed to the Senior Secured Parties shall, pursuant to Section 6.2(a), be applied to the redemption of all Senior Debt in accordance with the terms of the Financing Documents. (e) Notwithstanding any other provision of this Section 3.10, (i) if the Loss Proceeds Account does not contain an amount at least equal to the estimate of the total cost of rebuilding, repair, restoration or replacement set forth in the Officer's Certificate filed with the Collateral Agent pursuant to Section 3.10(c), and such amounts have not otherwise been committed by the applicable insurers or condemning authority as certified in such Officer's Certificate, by the tenth (10th) Business Day following the determination contemplated by Section 3.10(d)(ii) or 3.10(d)(iii), then the Company shall be deemed to have made the determination contemplated by Section 3.10(d)(i) and (ii) if the Company receives Loss Proceeds from an Event of Loss or Event of Eminent Domain and the cost to rebuild, repair, restore or replace the Energy Complex does not, based upon a reasonable and good faith determination of the Company, exceed in the aggregate $7,500,000, then the Company shall not be required to comply with the provisions of Section 3.10(c) or 3.10(d) and such Loss Proceeds shall be deposited into the Loss Proceeds Account and, together with any Additional Available Proceeds, applied in accordance with Section 3.10(b) to rebuild, repair, restore or replace the Energy Complex to permit the operation thereof at substantially the same level of performance at which the Energy Complex was capable to being operated immediately prior to such Event of Loss or Event of Eminent Domain (as the case may be).

Loss Proceeds Account. (a) Amounts on deposit in the All Loss Proceeds Account shall be held therein until distribution in the manner set forth in clauses (b) through (e) below. (b) Upon the deposit of Loss Proceeds paid directly into the Loss Proceeds Account, the Borrower shall deliver to the Depositary Agent an Officer’s Certificate (with copy to the Administrative Agent) setting forth (i) the source of such . If any Loss Proceeds, (ii) the reasonable expenses incurred in respect Proceeds are received by or on behalf of the collection of such Loss ProceedsPartnership, and (iii) whether the Net Available Amount of such Loss Proceeds is required to shall be applied received in trust for the Collateral Agent, segregated from the other funds of the Partnership and immediately paid to the prepayment of Loans in accordance with Sections 5.11 and 6.3(b) of Collateral Agent for deposit into the Credit Agreement. The Depositary Agent shall transfer the amount representing such reasonable expenses referred to in clause (ii) of the preceding sentence directly to the Project Revenues Collection Account. (c) In the event that pursuant to Sections 5.11 and 6.3(b) of the Credit Agreement the Borrower is required to prepay the Loans from the Net Available Amount of Loss Proceeds, then the Depositary Agent shall transfer the monies representing the Net Available Amount of such Loss Proceeds to the Administrative Agent in accordance with the instructions of the Administrative Agent for application to the prepayment of the Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. (d) In the event that pursuant to Section 5.11 of the Credit Agreement the Borrower shall be required to Restore the Project, then upon delivery to the Depositary Agent (with a copy to the Administrative Agent) of an Officer’s Certificate certifying that all of the conditions set forth in Section 5.11 of the Credit Agreement have been satisfied, the Net Available Amount of Loss Proceeds on deposit Account. Amounts held in the Loss Proceeds Account shall be applied solely for the payment of the costs of rebuilding, repair or restoration of the Project or as otherwise set forth below. (b) If an Event of Loss shall have occurred with respect to the Project for which the Partnership receives Loss Proceeds less than or equal to $10,000,000, the Collateral Agent shall withdraw and transfer to the Partnership (or as otherwise directed by the Partnership) the amount of such Loss Proceeds requested by the Partnership in an Officer's Certificate of the Partnership which shall also describe how such Loss Proceeds shall be used; PROVIDED that such Officer's Certificate shall certify that (i) no Event of Default shall have occurred and be continuing, (ii) the Project can be rebuilt, repaired or restored to permit operation of the Project or a portion thereof on a commercially feasible basis and (iii) the Loss Proceeds, together with any other amounts that are available to the Partnership for such rebuilding, repair or restoration, are sufficient to permit such rebuilding, repair or restoration of the Project or a portion thereof, including the making of all required payments of interest and principal on the Partnership's Indebtedness during such rebuilding, repair or restoration. (c) If an Event of Loss shall have occurred with respect to the Project for which the Partnership receives Loss Proceeds in excess of $10,000,000, the Collateral Agent shall withdraw and transfer to the Partnership (or as otherwise directed by the Partnership) the amount of such Loss Proceeds requested by the Partnership in an Officer's Certificate of the Partnership; PROVIDED that (A) the Collateral Agent and the Independent Engineer shall have received an Officer's Certificate of the Partnership and such Officer's Certificate shall (i) describe in reasonable detail the nature of the rebuilding, repair or restoration, (ii) state the cost of such rebuilding, repair or restoration and the specific amount requested to be paid to the Partnership (or as otherwise directed by the Partnership), the timing of such payments and that such amount is requested to pay the cost thereof, (iii) certify that the Project can be rebuilt, repaired or restored to permit operation of the Project or a portion thereof on a commercially feasible basis, (iv) certify that the Loss Proceeds, together with any other amounts that are available to the Partnership for such rebuilding, repair or restoration are sufficient to permit such rebuilding, repair or restoration of the Project or a portion thereof, including the making of all required payments of interest and principal on the Partnership's Indebtedness during such rebuilding, repair or restoration, and (v) certify that the Partnership shall use its best efforts to cause any repairs or restoration to be commenced and completed promptly and diligently at its own cost and expense (including the use of funds on deposit in the Loss Proceeds Account (other than any Energy Contract Buy-Out proceeds or EPC Buy-Down proceeds)) and (B) the Independent Engineer shall have provided to the Collateral Agent a written certificate stating that, based on a reasonable investigation, it believes that the certifications made by the Partnership are reasonable. (d) If (i) the Partnership determines that the Project or a portion thereof cannot be rebuilt, repaired or restored in accordance with the provisions of SECTION 3.7(C) above or (ii) Excess Loss Proceeds greater than $1,000,000 remain in the Loss Proceeds Account, then the Collateral Agent shall withdraw such unused Loss Proceeds and transfer such amounts to the Revenue Fund which such proceeds shall be distributed by the Collateral Agent in accordance with the terms of SECTION 3.18 (Exercise of Remedies - Loss Proceeds) hereof. (e) In the event of an Energy Contract Buy-Out, all proceeds received by or on behalf of the Partnership in respect of such Energy Contract Buy-Out shall be deposited into the Energy Contract Buy-Out Proceeds Sub-account. In the case of an Energy Contract Buy-Out in connection with a termination by PECO of the PPA on the 20th anniversary of the date of commencement of the operating term of the PPA, the PECO Buy-Out Proceeds up to an amount equal to the principal amount of the Outstanding Initial Bonds plus interest accrued thereon to the date of redemption shall be transferred by the Collateral Agent to the Trustee for deposit in the Redemption Fund under the Indenture prior to any payment of any PECO Buy-Out Proceeds being made to any other holder of Senior Debt or any other Person. In the case of any other Energy Contract Buy-Out (including any other Energy Contract Buy-Out affecting the PPA) or in the event that any PECO Buy-Out Proceeds remain following the redemption of all Outstanding Initial Bonds, so long as no Default or Event of Default shall have occurred and be continuing, and so long as the Partnership certifies to the Collateral Agent that the Rating Agencies have confirmed that the following transfer will not result in a Rating Downgrade, if the minimum Projected Debt Service Coverage Ratio for each pair of subsequent consecutive two Semi-Annual Periods, taken as a whole annual period, through the Final Maturity Date exceeds 1.5 to 1.0, then only proceeds of such events in excess of $10,000,000 shall be distributed by the Collateral Agent in accordance with the terms of Section 4.13(e3.18 (Exercise of Remedies - Loss Proceeds) belowhereof and such $10,000,000 shall be transferred to the Revenue Fund; PROVIDED that that portion of such $10,000,000 that would remain after sufficient proceeds therefrom are applied to retire Senior Debt in order to achieve a minimum Projected Debt Service Coverage Ratio of 1.5 to 1.0 for each pair of subsequent consecutive Semi-Annual Periods, taken as a whole annual period, through the Final Maturity Date, shall be transferred to the Revenue Fund. (i) Before any withdrawal and transfer All EPC Buy-Down proceeds received by or on behalf of the Partnership shall be made from deposited into the Loss EPC Buy-Down Proceeds Account on a Requisition Date, there shall be filed with Sub-account. If the Depositary Agent (with a copy Partnership receives EPC Buy-Down proceeds less than or equal to the Administrative Agent) at least three Business Days prior to such Requisition Date a requisition from the Borrowers’ Agent in the form attached hereto as Exhibit B (a “Restoration Requisition”) dated not more than eight Business Days prior to the Requisition Date on which such withdrawal and transfer is to be made, signed by an Authorized Officer of the Borrowers’ Agent, together with the certificates and other items required to be attached thereto in accordance with Exhibit B. (ii) On any Requisition Date referred to in Section 4.13(e)(i), following receipt of the documents described in Section 4.13(e)(i)$10,000,000, the Depositary Collateral Agent shall withdraw and transfer from to the Loss Proceeds Account and shall remit to Partnership (or upon as otherwise directed by the order Partnership) the amount of such EPC Buy-Down proceeds requested by the Partnership in an Officer's Certificate of the Borrower Partnership which shall also describe how such EPC-Buy-Down proceeds shall be used; PROVIDED that such Officer's Certificate shall certify that (i) no Event of Default shall have occurred and be continuing, (ii) the amount Facility can be rebuilt, repaired or restored in order to remedy the circumstance giving rise to the obligation of the EPC Contractor under the EPC Contract to pay such EPC Buy-Down amounts and (iii) the EPC Buy-Down proceeds, together with any other amounts that are available to the Partnership for such rebuilding, repair or restoration are sufficient to permit such rebuilding, repair or restoration of the Facility or a portion thereof, including the making of all required payments of interest and principal on the Partnership's Indebtedness during such rebuilding, repair or restoration. If the Facility cannot be rebuilt, repaired or restored in accordance with this Section 3.7(f)(i) or if the Partnership cannot certify as to the other conditions set forth in the Restoration Requisitionthis Section 3.7(f)(i), and thereafter the Borrower such EPC Buy-Down proceeds shall remit or cause to be remitted transferred to the applicable payees any amounts so transferred Revenue Fund and applied in accordance with Section 3.3(b) hereof. (ii) If the Partnership receives EPC Buy-Down proceeds in excess of $10,000,000, the Collateral Agent shall withdraw and transfer to the Partnership (or as otherwise directed by the Partnership) the amount of such Restoration RequisitionEPC Buy-Down proceeds requested by the Partnership in an Officer's Certificate of the Partnership; PROVIDED that (A) the Collateral Agent and the Independent Engineer shall have received an Officer's Certificate of the Partnership and such Officer's Certificate shall (i) describe in reasonable detail the nature of the rebuilding, repairs or restoration, (ii) state the cost of such rebuilding, repair or restoration and the specific amount requested to be paid to the Partnership (or as otherwise directed by the Partnership), the timing of such payments and that such amount is requested to pay the cost thereof, (iii) certify that the Facility can be rebuilt, repaired or restored in order to remedy the circumstance giving rise to the obligation of the EPC Contractor under the EPC Contract to pay such EPC Buy-Down amounts and the EPC Buy-Down proceeds, together with any other amounts that are available to the Partnership for such rebuilding, repair or restoration, are sufficient to permit such rebuilding, repair or restoration of the Facility or a portion thereof, including the making of all required payments of interest and principal on the Partnership's Indebtedness during such rebuilding, repair or restoration and (iv) certify that the Partnership shall use its best efforts to cause any repairs or restoration to be commenced and completed promptly and diligently at its own cost and expense (including the use of funds on deposit in the EPC Buy-Down Proceeds Sub-account), and (B) the Independent Engineer shall have provided to the Collateral Agent a written certificate stating that, based on a reasonable investigation, it believes that the certifications made by the Partnership are reasonable. (iii) Upon completion of any Restoration Work, there shall be filed If with the Depositary Agent respect to EPC Buy-Down proceeds subject to clause (with a copy to the Administrative Agent) (A) an Officer’s Certificate certifying the completion of the Restoration of the Project and the amount, if any, required in the opinion of the Borrower to be retained in the Loss Proceeds Account for the payment of any remaining costs of Restoration not then due and payable or the liability for payment of which is being contested or disputed by the Borrower and for the payment of reasonable contingencies following completion of the Restoration and (B) if the Net Available Amount of Loss Proceeds initially deposited in the Loss Proceeds Account in respect of such Event of Loss exceeded $15,000,000, a certificate of an Authorized Officer of the Independent Engineer stating that completion of the Restoration of the Project has occurred and concurring with the amounts to be retained in the Loss Proceeds Account. Upon receipt of the documents described in clauses (A) and (Bf)(ii) above, the Depositary Partnership determines that the Facility or a portion thereof cannot be rebuilt, repaired or restored in accordance with the provisions of SECTION 3.7(F)(II), or excess EPC Buy-Down proceeds greater than $1,000,000 remain in the EPC Buy-Down proceeds Sub-account following the repair, restoration or rebuilding of the Facility, then so long as the Partnership certifies to the Collateral Agent shall that the Rating Agencies have confirmed that the following transfer the amountof EPC Buy-Down proceeds will not result in a Rating Downgrade, if anythe minimum Projected Debt Service Coverage Ratio for each pair of subsequent consecutive two Semi-Annual Periods, remaining in taken as a whole annual period, through the Loss Proceeds Account Final Maturity Date exceeds 1.5 to 1.0, then only proceeds of such event in excess of $10,000,000 shall be distributed by the amounts, if any, to remain Collateral Agent in accordance with the terms of SECTION 3.18(C) (Exercise of Remedies-Loss Proceeds Account as stated in the Officer’s Certificate referred to in the preceding sentence, Proceeds) hereof and such $10,000,000 shall be transferred to the Project Revenues Collection Account. ThereafterRevenue Fund; PROVIDED that that portion of such $10,000,000 that would remain after sufficient proceeds therefrom are applied to retire Senior Debt in order to achieve a minimum Projected Debt Service Coverage Ratio of 1.5 to 1.0 for each pair of subsequent consecutive Semi-Annual Periods, upon receipt of an Officer’s Certificate certifying payment of all costs of Restoration of taken as a whole annual period, through the ProjectFinal Maturity Date, the Depositary Agent shall transfer any amounts remaining in the Loss Proceeds Account be transferred to the Project Revenues Collection AccountRevenue Fund.

Loss Proceeds Account. (a) Amounts on At the written direction of the Borrower (countersigned for approval by DOE) or DOE, as applicable, the Collateral Agent shall deposit in the Loss Proceeds Account any and all Loss Proceeds, or other payment received as a result of an Event of Loss and shall apply such Loss Proceeds and other payments in accordance with Sections 3.06(c)(iv) (Mandatory Prepayments) and 7.04 (Event of Loss) of the Loan Agreement and this Section 2.18. Loss Proceeds and other amounts received as a result of any Event of Loss shall be held therein until distribution by such Grantor in trust for the Collateral Agent, shall be segregated from other funds of any Grantor and shall, promptly upon receipt by any Grantor, be turned over to the Collateral Agent, in the manner set forth in clauses same form as received by such Grantor (bduly indorsed to the Collateral Agent, if required) through (e) belowfor deposit into the Loss Proceeds Account. (b) Upon The Borrower, by delivering a Transfer/Withdrawal Request (countersigned for approval by DOE), may direct that all or a portion of such Loss Proceeds be withdrawn from the deposit Loss Proceeds Account and (i) transferred or paid to the Borrower, or the applicable contractors performing the applicable restoration or repair work, in accordance with Section 7.04(c) through (g) (Event of Loss) of the Loan Agreement, (ii) transferred to the Construction Account to pay Project Costs or, after Substantial Completion and prior to Project Completion Date, any Operating Account to pay costs incurred between the Substantial Completion Date and Project Completion Date that would be Project Costs if they had been expended prior to the Substantial Completion Date, in accordance with Section 7.04(h) (Event of Loss) of the Loan Agreement, (iii) transferred to FFB therein for application to the mandatory prepayment of the Loan, accrued interest and any other amounts due and payable in connection with such prepayment when and in the amount required under Section 3.06(c)(iv) (Mandatory Prepayments) of the Loan Agreement, or (iv) transferred to the Debt Service Payment Account, the Operating Accounts pursuant to Section 2.07(c) (Debt Service Payment Account Shortfalls) or Section 2.08(e) (Operating Accounts), respectively. (c) Solely for purposes of record keeping and identification of Loss Proceeds into received with respect to a particular Event of Loss and tracking the use thereof to the applicable repairs or restoration, the Collateral Agent and the Depositary Bank may, upon DOE’s written instruction to the Collateral Agent, maintain in their books subaccounts of the Loss Proceeds Account. If more than one such subaccount is maintained at any time, in any Transfer/Withdrawal Request instructing the transfer of funds to or from the Loss Proceeds Account, the Borrower shall deliver also indicate the subaccount to which the Depositary Agent an Officer’s Certificate (with copy to the Administrative Agent) setting forth (i) the source of such Loss Proceeds, (ii) the reasonable expenses incurred in respect of the collection of such Loss Proceeds, and (iii) whether the Net Available Amount of such Loss Proceeds is required to be applied to the prepayment of Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. The Depositary Agent shall transfer the amount representing such reasonable expenses referred to in clause (ii) of the preceding sentence directly to the Project Revenues Collection Account. (c) In the event that pursuant to Sections 5.11 and 6.3(b) of the Credit Agreement the Borrower is required to prepay the Loans from the Net Available Amount of Loss Proceeds, then the Depositary Agent shall transfer the monies representing the Net Available Amount of such Loss Proceeds to the Administrative Agent in accordance with the instructions of the Administrative Agent for application to the prepayment of the Loans in accordance with Sections 5.11 and 6.3(b) of the Credit Agreement. (d) In the event that pursuant to Section 5.11 of the Credit Agreement the Borrower applicable funds shall be required to Restore the Project, then upon delivery to the Depositary Agent (with a copy to the Administrative Agent) of an Officer’s Certificate certifying that all of the conditions set forth in Section 5.11 of the Credit Agreement have been satisfied, the Net Available Amount of Loss Proceeds on deposit in the Loss Proceeds Account shall be applied in accordance with Section 4.13(e) belowcredited or debited. (i) Before any withdrawal and transfer shall be made from the Loss Proceeds Account on a Requisition Date, there shall be filed with the Depositary Agent (with a copy to the Administrative Agent) at least three Business Days prior to such Requisition Date a requisition from the Borrowers’ Agent in the form attached hereto as Exhibit B (a “Restoration Requisition”) dated not more than eight Business Days prior to the Requisition Date on which such withdrawal and transfer is to be made, signed by an Authorized Officer of the Borrowers’ Agent, together with the certificates and other items required to be attached thereto in accordance with Exhibit B. (ii) On any Requisition Date referred to in Section 4.13(e)(i), following receipt of the documents described in Section 4.13(e)(i), the Depositary Agent shall withdraw and transfer from the Loss Proceeds Account and shall remit to or upon the order of the Borrower the amount set forth in the Restoration Requisition, and thereafter the Borrower shall remit or cause to be remitted to the applicable payees any amounts so transferred in accordance with such Restoration Requisition. (iii) Upon completion of any Restoration Work, there shall be filed with the Depositary Agent (with a copy to the Administrative Agent) (A) an Officer’s Certificate certifying the completion of the Restoration of the Project and the amount, if any, required in the opinion of the Borrower to be retained in the Loss Proceeds Account for the payment of any remaining costs of Restoration not then due and payable or the liability for payment of which is being contested or disputed by the Borrower and for the payment of reasonable contingencies following completion of the Restoration and (B) if the Net Available Amount of Loss Proceeds initially deposited in the Loss Proceeds Account in respect of such Event of Loss exceeded $15,000,000, a certificate of an Authorized Officer of the Independent Engineer stating that completion of the Restoration of the Project has occurred and concurring with the amounts to be retained in the Loss Proceeds Account. Upon receipt of the documents described in clauses (A) and (B) above, the Depositary Agent shall transfer the amount, if any, remaining in the Loss Proceeds Account in excess of the amounts, if any, to remain in the Loss Proceeds Account as stated in the Officer’s Certificate referred to in the preceding sentence, to the Project Revenues Collection Account. Thereafter, upon receipt of an Officer’s Certificate certifying payment of all costs of Restoration of the Project, the Depositary Agent shall transfer any amounts remaining in the Loss Proceeds Account to the Project Revenues Collection Account.