Common use of Loss Proceeds Clause in Contracts

Loss Proceeds. Borrower shall deposit or, pursuant to the sole loss payee endorsement, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To the extent that application of Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or in the alternative (particularly in the case of withdrawals for capital expenditures), pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrower.

Loss Proceeds. Borrower (a) Beneficiary shall deposit or, pursuant to the sole loss payee endorsement, shall cause the insurer to deposit into establish the Loss Proceeds Account all amounts in the name of Beneficiary, or its successors and proceeds (including instruments) received from any first party insurance policy required to assignee. The Loss Proceeds Account shall be maintained by Borrower an Eligible Account under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”)sole dominion and control of Beneficiary. Borrower shall deposit, or shall cause the insurers per the sole loss payee clause Grantor hereby irrevocably directs and authorizes Beneficiary to deposit, into withdraw funds from the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), the terms and conditions of this Section 5.11. Grantor shall not have any Insurance Proceeds received by Lender directly (as loss payee or additional insured), and any Event right of Loss Proceeds received directly by Lender, shall be deposited by Lender into withdrawal with respect to the Loss Proceeds Account and Grantor shall so notify the bank in which the Loss Proceeds Account is located by an irrevocable written instrument, a copy of which, receipted by such bank, shall be promptly forwarded to Beneficiary. Grantor hereby grants Beneficiary a security interest in all amounts to be deposited in the Loss Proceeds Account. Each transfer of funds to be made from the Loss Proceeds Account under this Section 5.11 shall be made only to the extent that funds are on deposit in the Loss Proceeds Account and Beneficiary shall have no responsibility to make additional funds available in the event that funds on deposit are insufficient. Grantor agrees that Grantor shall include all earnings on the Loss Proceeds Account as income of Grantor for federal and applicable state tax purposes. (b) In the event of a casualty to the Trust Property, except to the extent Beneficiary elects, or is required pursuant to Article III hereof to make the Insurance Proceeds available to Grantor for restoration, Beneficiary and Grantor shall cause all such Insurance Proceeds to be paid by the insurer directly to the Cash Collateral Account, whereupon Beneficiary shall, after reimbursing Grantor's reasonable costs and Beneficiary's reasonable cost of recovering and paying out such Insurance Proceeds including, without limitation, reasonable attorneys' fees and disbursements, apply same, up to an amount equal to the Release Price, to reduce the Debt and, provided that no Event of Default shall have occurred and is continuing, shall disburse any amount in excess of the Release Price, if any, to Grantor; provided, however, that if Beneficiary elects, or is deemed to have elected, to make the Insurance Proceeds available for restoration, all Insurance Proceeds in respect of rent, business interruption or other similar coverage shall be maintained in the Loss Proceeds Account, to be applied by Beneficiary in the same manner as Rent received from Manager with respect to the operation of the Trust Property; provided, further, however, that in the event that the Insurance Proceeds of such rent, business interruption or other similar insurance policy are paid in a lump sum in advance, Beneficiary shall hold such Insurance Proceeds in the Loss Proceeds Account, shall estimate, in Beneficiary's reasonable discretion, the number of months required for Grantor to restore the damage caused by the casualty, shall divide the aggregate rent, business interruption or other similar Insurance Proceeds by such number of months, and shall disburse from the Loss Proceeds Account into the Cash Collateral Account each month during the performance of such restoration such monthly installment of said Insurance Proceeds. In the event that Insurance Proceeds are to be applied toward restoration, Beneficiary shall hold such funds in the Loss Proceeds Account and shall disburse same in accordance with the provisions of this Section 4.063.04 hereof. To Unless Beneficiary elects, or is required pursuant to Section 6.01 hereof to make Condemnation Proceeds available to Grantor for restoration, Beneficiary and Grantor shall cause all such Condemnation Proceeds to be paid to the extent Cash Collateral Account, whereupon Beneficiary shall, after reimbursing Grantor's reasonable costs and Beneficiary's reasonable costs of recovering and paying out such Condemnation Proceeds, including, without limitation, reasonable attorneys' fees and disbursements, apply same, up to an amount equal to the Release Price, by transferring such amount to the Collection Account, to reduce the Debt and, provided that application no Event of Default shall have occurred and is continuing, shall disburse any amount in excess of the Release Price, if any, to Grantor; provided, however, that any Condemnation Proceeds received in connection with a temporary Taking shall be maintained in the Loss Proceeds pursuant Account, to this Section 4.06 be applied by Beneficiary in the same manner as Rent received from Manager with respect to the operation of the Trust Property; provided, further, however, that in the event that the Condemnation Proceeds of any such temporary Taking are paid in a lump sum in advance, Beneficiary shall require hold such Condemnation Proceeds in the withdrawal Loss Proceeds Account, shall estimate, in Beneficiary's reasonable discretion, the number of months that the Trust Property shall be affected by such temporary Taking, shall divide the aggregate Condemnation Proceeds in connection with such temporary Taking by such number of months, and transfer of funds shall disburse from the Loss Proceeds Account or into the Cash Collateral Account each month during the pendency of such temporary Taking such monthly installment of said Condemnation Proceeds. In the event that Condemnation Proceeds are to be applied toward restoration, Beneficiary shall hold such funds in the Loss Proceeds Account, and shall disburse same in accordance with the provisions of Section 3.04 hereof. If any Loss Proceeds are received by Grantor, such Loss Proceeds shall be received in trust for Beneficiary, shall be segregated from other funds of Grantor, and shall be forthwith paid into the Cash Collateral Account, Borrower and Lender shall direct Depository Bank or paid to make such withdrawal Beneficiary to hold in the Loss Proceeds Account, in each case to be applied or transfer pursuant disbursed in accordance with the foregoing. Any Loss Proceeds made available to an Executed Withdrawal/Transfer CertificateGrantor for restoration in accordance herewith, to the extent not used by Grantor in connection with, or in to the alternative (particularly in extent they exceed the case of withdrawals for capital expenditures)cost of, pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shallsuch restoration, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrowershall be deposited into the Cash Collateral Account.

Loss Proceeds. Borrower All Loss Proceeds shall deposit orbe applied as provided in this Section 5.28 and the Depositary Agreement. All Loss Proceeds shall be paid by the relevant insurers, pursuant reinsurers and Governmental Authorities, as applicable, directly to the sole Collateral Agent, for the benefit of the Secured Parties, as loss payee and, if paid to any Borrower Party such Loss Proceeds shall be received in trust for the benefit of Collateral Agent, on behalf of the Secured Parties, segregated from other funds of the Borrower Parties and shall be promptly paid over to the Collateral Agent, for the benefit of the Secured Parties, in the same form as received (with any necessary endorsement), shall cause the insurer to for deposit into the Loss Proceeds Account Account. The Collateral Agent shall apply all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the such Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”, and together with Insurance Proceeds, “Loss Proceeds”). Unless applied to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured), and any Event of Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To 5.28. (a) Upon the extent that application occurrence of any Casualty Event with respect to which Loss Proceeds pursuant to this Section 4.06 shall require the withdrawal and transfer are payable in respect of funds from the Loss Proceeds Account or other Collateral Accounta single loss in an amount not in excess of $2,000,000, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificateapply, or in the alternative (particularly in the case of withdrawals for capital expenditures)cause to be applied, pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrowerthe payment of the costs of repair or restoration of the portion of the Project lost or damaged or replacement of equipment for the Project lost or damaged, and disbursement of such funds by Collateral Agent shall be made in accordance with the Depositary Agreement. (b) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount in excess of $2,000,000, disbursement of funds to be applied to the payment of the costs of repair or restoration of the portion of the Project lost or damaged or replacement of equipment for the Project lost or damaged in accordance with the Depositary Agreement shall be permitted if the conditions set forth in the Depositary Agreement with respect to such disbursement of funds has been satisfied. (c) All Loss Proceeds not otherwise applied in accordance with Section 5.28(a) or Section 5.28(b), including, without limitation, due to the absence of required approval by Administrative Agent or the Required Lenders (in consultation with the Independent Engineer), as applicable, shall be applied by Collateral Agent to the prepayment of Loans in accordance with Section 2.8(a).

Loss Proceeds. Borrower shall deposit or, pursuant (1) All insurance policies required hereby covering loss or damage to the sole loss payee endorsementProject shall provide that all Compensation Payments be applied as described below. Upon the occurrence of any event with respect to which Compensation Payments are payable, shall cause the insurer to deposit into the Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”). Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the Loss Proceeds Account all amounts and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event a single event, (x) in an amount not in excess of Loss $500,000, the Companies shall be permitted to apply such Compensation Payments to the prompt payment or reimbursement of the costs of repair or replacement of properties or assets constituting part of the Project subject to the terms of subsection (“Event 2) of Loss Proceeds”this Section (J) or (y) in an amount in excess of $500,000, the Companies shall be permitted to apply such Compensation Payments to the prompt payment or reimbursement of the costs of repair or replacement of properties or assets constituting part of the Project subject to the terms of subsection (2) of this Section (J) if, and together only if, the Companies shall have furnished to OPIC and OPIC shall be satisfied with, and shall have consented to, the following: (a) contracts for such repair or replacement demonstrating the Company’s ability to effect such repair or replacement (i) at a cost no greater than such Compensation Payments (or, if such cost is greater, accompanied by an explanation of the source of funds for such excess amounts satisfactory to OPIC) and (ii) on a schedule reasonably acceptable to OPIC; (b) cash-flow projections and other assurances satisfactory to OPIC demonstrating the Companies’ ability to meet their obligations under the Financing Documents during the period from such loss until and following completion of such repair or replacement; (c) evidence that all required approvals of all Governmental Authorities to be obtained by the Companies or any contractor in connection with Insurance Proceedsthe necessary repairs and replacements have been obtained or are readily obtainable without material delay or expense; and (d) evidence that all Financing Documents and such required approvals shall remain in full force and effect during such period and thereafter to OPIC’s satisfaction and that the Companies and the Project are in compliance in all material respects with all applicable laws (except for any non-compliance caused by the casualty or other event that gave rise to the payment of such Compensation Payments that (i) will not prevent or materially delay the repairs or replacements proposed to be made, “Loss Proceeds”). Unless applied to a mandatory prepayment (ii) will not result in any material liability or obligation being imposed on the Companies, (iii) will not prevent the resumption of construction or normal operations of the Project in accordance with Sections 4.06(cthe Project Documents and substantially in accordance with the base case projections for the Project upon the completion of the repairs or replacements proposed to be made and (iv) will be cured upon completion of the repairs or 4.06(dreplacements proposed to be made), ; (2) Upon completion of any Insurance Proceeds received by Lender directly (as loss payee repair or additional insured)replacement of properties or assets constituting part of the Project, and upon filing with OPIC of (a) a certificate of an Authorized Officer, certifying the completion f the repair or replacement of properties or assets constituting part of the Project and the amount, if any, required in the Companies’ opinion to be retained in an account approved by OPIC and pledged to OPIC to OPIC’s satisfaction for the payment of any Event remaining costs of Loss Proceeds received directly repair or replacement not then due and payable or the liability for payment of which is being contested or disputed by Lenderthe Companies and (b) a certificate from the Independent Engineer stating that, based upon reasonable investigation and review, all of the information material to the repair or replacement of properties or assets constituting part of the Project set forth in such Authorized Officer’s certificate is true and complete in all material respects, the Compensation Payments, if any, in excess of that amount to be retained by OPIC as specified in such Authorized Officer’s certificate, shall be deposited transferred to an account approved by Lender into the Loss Proceeds Account OPIC and pledged to OPIC to OPIC’s satisfaction. (3) If any Compensation Payments are not permitted to be applied in accordance with the provisions subsections (1) or (2) of this Section 4.06. To (J), or if so permitted are not so applied in accordance with subsections (1) or (2) of this Section (J) within sixty (60) days following receipt of such Compensation Payments, then, if the aggregate amount of such Compensation Payments not so otherwise applied exceeds $500,000, the Borrower shall be obligated, to the extent required hereunder, to prepay the principal amount of the Loan, in an amount that application equals in the aggregate of Loss Proceeds such Compensation Payments not so otherwise applied (or approved to be so applied); provided, however, that if the aggregate amount of such Compensation Payments not so otherwise applied shall not exceed $500,000 following such sixty (60) day period, then such amounts shall be transferred to an account approved by OPIC and pledged to OPIC to OPIC’s satisfaction; (4) Notwithstanding subsections (1), (2) and (3) above, if an Event of Default shall have occurred and be continuing, OPIC shall apply all Compensation Payments as a prepayment of the Loan in accordance with Section 2.06 and any other permitted payee of such Compensation Payments shall apply all such amounts as a prepayment of the Loan pursuant to this Section 4.06 2.07. In addition to and not in limitation of Section 6.12, the Borrower shall, and shall require cause IL to: (a) cause the withdrawal Project to be operated in compliance with the World Bank Guidelines, the OPIC Environmental Requirements and transfer applicable law; (b) at least ninety (90) days prior to Mechanical Completion (as defined in the Construction Contract, “Mechanical Completion”) submit to OPIC an acceptable Occupational Health and Safety Plan (the “OHSP”) consistent with international best practices, including, but not limited to, safety measures, training, fire safety, and public health safety. (c) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Site location plan showing the exact location of funds the Site relative to its surroundings as well as the extent of earth moving necessary for the Project. This plan shall be drawn to a legible scale and certified by a surveyor acceptable to OPIC; (d) at least ninety (90) days prior to the Mechanical Completion, submit to OPIC an acceptable Project layout showing the locations of all key apparatus including, but not limited to, tanks, sumps, jetties, wharf, ponds and major piping. The layout shall be drawn to a legible scale and certified by a surveyor acceptable to OPIC; (e) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable waste disposal plan outlining the final disposal of all solid waste generated on the Site during construction and daily operations; (f) at least ninety (90) days prior to the Mechanical Completion, submit to OPIC an acceptable air emission data for the Project and power generators that shall include, but not be limited to, dimensions, flowrates, velocities, sulfur dioxide, and nitrogen dioxide emissions; (g) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable wharf and jetty design and location. This plan shall show, without limitation, the location and design of the wharf(s) and jetties, any and all impacts to the environment (both land and sea), and any dredging that was necessary for the selected locations; (h) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable hazardous waste disposal plan outlining the final disposal of all oily and hazardous waste generated on the Site. This plan shall include, but not be limited to, any proposed bioremediation techniques, disposal of slop material and waste holding area; (i) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Spill Prevention Control and Countermeasure plan (the “SPCC”) consistent with international best practices. The SPCC shall provide details on, without limitation, secondary containment measures at the fuel storage sites (and any testing done on the constructed tanks to ensure their integrity), actions planned to prevent human exposure (including the proposed tiered response plan), safety from fires, the Loss Proceeds Account contamination of surface water and groundwater in the event of spills, tank ruptures, or other Collateral Accountsuch incidents, Borrower information on truck and Lender oil tanker loading and offloading, bunding material and dimensions, method and material of construction of oil/water separators, tank sizes and material of construction and the amount and type of sorbent material stored on the Site; (j) at least ninety (90) days prior to Mechanical Completion, submit to OPIC an acceptable Environmental Management and Monitoring Plan (the “EMMP”) consistent with international best practices and including, but not limited to, applicable regulatory standards and guidelines, organizational responsibilities and management, socio-economic impacts and Site background information; (k) prior to the Project’s third year of operation, submit to OPIC an acceptable independent assessment of the current status of the Project’s compliance with applicable environmental requirements. This audit shall direct Depository Bank be performed by an independent engineer acceptable to make OPIC who has the knowledge to evaluate the roject’s environmental compliance policies, practices and controls; (l) on each anniversary of the date of the Loan Agreement, submit to OPIC an acceptable annual self-monitoring report. Each such withdrawal report shall include, without limitation, regular testing results for any emissions standard, effluent standards, noise, reports of material non-compliance with relevant environmental guidelines and requirements and remedial actions required to meet relevant environmental guidelines and requirements; and (m) within twenty-four (24) hours of its occurrence, submit to OPIC an acceptable written notice of any accident impacting the environment or transfer pursuant to an Executed Withdrawal/Transfer Certificate, or resulting in the alternative loss of life. Overseas Private Investment Corporation 1000 Xxx Xxxx Xxxxxx, X.X. Xxxxxxxxxx, X.X. 00000 Xxxxxx Xxxxxx of America Attention: Vice President for Finance with a copy to Treasurer Dear Sir or Madam: Reference is made to the Loan Agreement between E.P. InterOil, Ltd. (particularly in the case “Company”) and Overseas Private Investment Corporation (“OPIC”) dated as of withdrawals for capital expenditures)June 12, pursuant to a written direction of Lender(a 2001 (the “Loss Proceeds InstructionLoan Agreement”). Lender shallExcept as otherwise provided, capitalized terms used herein shall have the meanings set forth in the Loan Agreement. Pursuant to Section 2.01(b) of the Loan Agreement, notice is hereby given that the undersigned requests Disbursement of the Loan as soon as reasonably practicable, provide a copy follows: Amount of any such Loss Proceeds Instruction to Borrower.Disbursement: $[___]

Loss Proceeds. Borrower shall deposit or, pursuant to the sole loss payee endorsement, shall cause the insurer to deposit into the All Loss Proceeds Account all amounts and proceeds (including instruments) received from any first party insurance policy required to shall be maintained by Borrower under the Loan Agreement or that Borrower otherwise maintains (“Insurance Proceeds”)applied as provided in this Section 5.15. Borrower shall deposit, or shall cause the insurers per the sole loss payee clause to deposit, into the All Loss Proceeds Account all amounts shall be paid by the relevant insurers, reinsurers and proceeds (including instruments) (other than Insurance Proceeds) received in respect of any Event of Loss (“Event of Loss Proceeds”Governmental Authorities, and together with Insurance Proceedsas applicable, “Loss Proceeds”). Unless applied directly to a mandatory prepayment in accordance with Sections 4.06(c) or 4.06(d), any Insurance Proceeds received by Lender directly (as loss payee or additional insured)and, if paid to a Borrower, such Loss Proceeds shall be received in trust and for the benefit of Lender segregated from other funds of such Borrower, and shall be forthwith paid over to Lender in the same form as received (with any Event of necessary endorsement). Lender shall apply all such Loss Proceeds received directly by Lender, shall be deposited by Lender into the Loss Proceeds Account to be applied in accordance with the provisions of this Section 4.06. To 5.15. (a) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount not in excess of $100,000,250,000, Lender will disburse such Loss Proceeds, to the extent that application of Lender actually receives such Loss Proceeds pursuant Proceeds, to this Section 4.06 Borrower upon written request by Borrowers and Borrowers shall require the withdrawal and transfer of funds from the Loss Proceeds Account or other Collateral Account, Borrower and Lender shall direct Depository Bank to make such withdrawal or transfer pursuant to an Executed Withdrawal/Transfer Certificateapply, or in the alternative (particularly in the case of withdrawals for capital expenditures)cause to be applied, pursuant to a written direction of Lender(a “Loss Proceeds Instruction”). Lender shall, as soon as reasonably practicable, provide a copy of any such Loss Proceeds Instruction to Borrowerthe payment of the costs of repair or restoration of the portion of the Funded Project lost or damaged; provided that any Loss Proceeds not applied within 180 days of disbursement by Lender to Borrowers shall be applied as a prepayment in accordance with Section 5.15(c). (b) Upon the occurrence of any Casualty Event with respect to which Loss Proceeds are payable in respect of a single loss in an amount in excess of $100,000,250,000, disbursement of funds by Lender to Borrowers shall be permitted if, and only if, Lender shall have determined (in its reasonable discretion) that: (i) repair or replacement of the relevant portion of the Funded Project is economically feasible; and (ii) no Event of Default shall have occurred and be continuing at the time of disbursement. (c) All Loss Proceeds not otherwise applied in accordance with clauses (a) or (b) of this Section 5.15, including, without limitation, due to the absence of required approval by Lender, 4297870.2 shall be applied by Lender to the prepayment of Loans in accordance with Section 2.8(c) (and without any prepayment fee being charged).