Loss Events. Except as otherwise expressly provided herein, all ----------- Loss Proceeds shall be deposited into the Proceeds Account directly, or if received by the Issuer, as soon as practicable (but no more than three (3) Business Days) after receipt, in either case in accordance with this Section ------- 3.10 (a) The ------- Administrative Agent shall separately segregate such Loss Proceeds for distribution in the manner as set forth below: (i) If (A) a Loss Event occurs and (B) either (x) the Issuer determines not to Restore the Project or (y) the Issuer determines that the Project cannot be Restored to permit operation of the Project on a Commercially Feasible Basis, upon delivery to the Administrative Agent and the Collateral Agent of an Officer's Certificate of the Issuer certifying to the foregoing (together with, in the case of clause (y) immediately above, a certificate signed by an authorized representative of the Independent Engineer concurring with such Officer's Certificate), then the Loss Proceeds in excess of $5,000,000 received by the Issuer in connection with such Loss Event shall be used to redeem or prepay, as applicable, the Redeemable Facilities on a pro rata basis --- ---- among the Redeemable Facilities, based upon the then outstanding principal amounts of each of the Redeemable Facilities, at the prices for redemption or prepayment set forth in the applicable Financing Document, and the Issuer shall provide the Administrative Agent an Allocation Certificate setting forth the amount to be so allocated to each Redeemable Facility and the account or accounts into which each Redeemable Facility's allocable share shall be deposited in accordance with the terms of the applicable Financing Document. Within three (3) Business Days of its receipt of an Allocation Certificate, the Administrative Agent shall make the transfers from the Proceeds Account specified therein. The Issuer hereby instructs the Collateral Agent and the Administrative Agent to make all such payments in respect of the Bonds directly to the Trustee for deposit into the Bond Fund in accordance with the terms of Section 3.3 of the Indenture, and the Collateral Agent and the Administrative ----------- Agent hereby acknowledge receipt of such instruction. Amounts remaining in the Proceeds Account after the redemption required under this Section 3.10(a)(i) ------------------ shall be transferred by the Administrative Agent from the Proceeds Account to the Revenue Account for disbursement in accordance with Section 3.1(b). -------------- (ii) If (A) a Loss Event occurs, (B) the Issuer receives Loss Proceeds in respect of such Loss Event and (C) the Issuer determines that the Project can be Restored to permit operation of the Project on a Commercially Feasible Basis, the Issuer shall deliver to the Administrative Agent and the Collateral Agent an Officer's Certificate of the Issuer certifying to the foregoing and a certificate signed by an authorized representative of the Independent Engineer concurring with such Officer's Certificate, and such Loss Proceeds shall be applied as set forth in paragraphs (iii), (iv) and (v) below. (iii) Before any withdrawal or transfer shall be made from the Proceeds Account with respect to any Restoration, there shall be filed with the Administrative Agent three (3) Business Days prior to any Disbursement Date: (A) a requisition from the Issuer substantially in the form attached hereto as Exhibit F (a "Restoration Requisition") and signed by an --------- ----------------------- Authorized Representative of the Issuer; (B) if the cost of the Restoration is anticipated to exceed $5,000,000, a certificate of the Independent Engineer substantially in the form attached hereto as Exhibit G (an "Independent Engineer Restoration --------- -------------------------------- Certificate"). ----------- (iv) On the Disbursement Date referred to in Section 3.10(a)(iii) -------------------- or as soon thereafter as practicable following receipt of the documents described in Sections 3.10(a)(iii)(A) and (B) above, the Administrative Agent ------------------------ --- shall withdraw and transfer from the Proceeds Account and shall make available to the Issuer the amount set forth in the Restoration Requisition and, thereafter, the Issuer shall remit such amount to the applicable payees with respect to the Restoration Work (or, in the case of reimbursement for the costs of Restoration Work theretofore paid by the Issuer, retain such amounts for itself). (v) Upon completion of any Restoration Work, there shall be filed with the Administrative Agent and the Collateral Agent (A) an Officer's Certificate of the Issuer certifying the completion of such Restoration Work and the amount, if any, required in its opinion to be retained in the Proceeds Account for the payment of any costs of such Restoration Work 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 such Restoration Work and (B) if the Restoration Work required an Independent Engineer Restoration Certificate under Section 3.10(a)(iii)(B) above, an officer's certificate of the Independent Engineer stating that completion of the Restoration has occurred and concurring with the amounts to be retained in the Proceeds Account. Upon receipt of such Officer's Certificate and, if applicable, such Independent Engineer Restoration Certificate, the Administrative Agent shall first, transfer the amount remaining in the Proceeds Account in excess of ----- the amounts to remain in the Proceeds Account as stated in such Officer's Certificate to the applicable payees (or, in the case of reimbursement for the costs of the Restoration theretofore paid by the Issuer, to the Issuer) with respect to such Restoration Work, and second, segregate the remaining excess in ------ the Proceeds Account from any other amounts therein. If such remaining excess exceeds $5,000,000, then the Loss Proceeds received in connection with such Loss Event in excess of $5,000,000, after giving effect to the cost of the Restoration, shall be used to redeem or prepay, as applicable, the Redeemable Facilities on a pro rata basis among the Redeemable Facilities, based upon the --- ---- then outstanding principal amounts of each of the Redeemable Facilities, at the prices for redemption or prepayment set forth in the applicable Financing Document, and the Issuer shall provide the Administrative Agent an Allocation Certificate setting forth the amount to be so allocated to each Redeemable Facility and the account or accounts into which each Redeemable Facility's allocable share shall be deposited in accordance with the terms of the applicable Financing Document. Within three (3) Business Days of its receipt of an Allocation Certificate, the Administrative Agent shall make the transfers specified therein. The Issuer hereby instructs the Collateral Agent and the Administrative Agent to make all such payments in respect of the Bonds directly to the Trustee for deposit into the Bond Fund in accordance with the terms of Section 3.3 of the Indenture, and ----------- the Collateral Agent and the Administrative Agent hereby acknowledge receipt of such instruction. If the remaining excess is equal to or less than $5,000,000, the Administrative Agent shall transfer such monies to the Revenue Account. Thereafter, upon receipt of an Officer's Certificate of the Issuer certifying payment of all costs of Restoration Work for the Project, the Administrative Agent shall transfer any amounts remaining in the Proceeds Account to the Revenue Account.
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Sources: Deposit and Disbursement Agreement (Dominion Resources Inc /Va/)
Loss Events. Except as otherwise expressly provided herein, all ----------- Loss Proceeds shall be deposited into the Proceeds Account directly, or if received by the IssuerPartnership, as soon as practicable (but no more than three (3) Business Days) after receipt, in either case in accordance with this Section ------- 3.10
(a) 3.10(a). The ------- Administrative Agent shall separately segregate such Loss Proceeds for distribution in the manner as set forth below:
(i) If (A) a Loss Event occurs occurs, (B) the Partnership receives more than $5,000,000 of Loss Proceeds in respect of such Loss Event and (BC) either (x) the Issuer Partnership determines not to Restore the Project or (y) the Issuer Partnership determines that the Project cannot be Restored to permit operation of the Project on a Commercially Feasible Basis, upon delivery to the Administrative Agent and the Collateral Agent of an Officer's Certificate of the Issuer Partnership certifying to the foregoing (together with, in the case of clause (y) immediately above, a certificate signed by an authorized representative of the Independent Engineer concurring with such Officer's Certificate), then the Loss Proceeds in excess of $5,000,000 received by the Issuer in connection with such Loss Event shall be used to redeem or prepay, as applicable, the Redeemable Facilities on a pro rata basis --- ---- among the Redeemable Facilities, based upon the then outstanding principal amounts of each of the Redeemable Facilities, at the prices for redemption or prepayment set forth in the applicable Financing Document, and the Issuer Partnership shall provide the Administrative Agent an Allocation Certificate setting forth the amount to be so allocated to each Redeemable Facility and the account or accounts into which each Redeemable Facility's allocable share shall be deposited in accordance with the terms of the applicable Financing Document. Within three (3) Business Days of its receipt of an Allocation Certificate, the Administrative Agent shall make the transfers from the Proceeds Account specified therein. The Issuer Partnership and the Funding Corporation hereby instructs instruct the Collateral Agent and the Administrative Agent to make all such payments in respect of the Bonds directly to the Trustee for deposit into the Bond Fund in accordance with the terms of Section 3.3 of the Indenture, and the Collateral Agent and the Administrative ----------- Agent hereby acknowledge receipt of such instruction. Amounts remaining in the Proceeds Account after the redemption required under this Section 3.10(a)(i) ------------------ shall be transferred by the Administrative Agent from the Proceeds Account to the Revenue Account for disbursement in accordance with Section 3.1(b). --------------.
(ii) If (A) a Loss Event occurs, (B) the Issuer Partnership receives Loss Proceeds in respect of such Loss Event and (C) the Issuer Partnership determines that the Project can be Restored to permit operation of the Project on a Commercially Feasible Basis, the Issuer Partnership shall deliver to the Administrative Agent and the Collateral Agent an Officer's Certificate of the Issuer Partnership certifying to the foregoing and a certificate signed by an authorized representative of the Independent Engineer concurring with such Officer's Certificate, and such Loss Proceeds shall be applied as set forth in paragraphs (iii), (iv) and (v) below.
(iii) Before any withdrawal or transfer shall be made from the Proceeds Account with respect to any Restoration, there shall be filed with the Administrative Agent three (3) Business Days prior to any Disbursement Date:
(A) a requisition from the Issuer Partnership substantially in the form attached hereto as Exhibit F D (a "Restoration Requisition") and signed by an --------- ----------------------- Authorized Representative of the IssuerPartnership;
(B) if the cost of the Restoration is anticipated to exceed $5,000,000, a certificate of the Independent Engineer substantially in the form attached hereto as Exhibit G E (an "Independent Engineer Restoration --------- -------------------------------- Certificate"). -----------.
(iv) On the Disbursement Date referred to in Section 3.10(a)(iii) -------------------- or as soon thereafter as practicable following receipt of the documents described in Sections 3.10(a)(iii)(A) and (B) above, the Administrative Agent ------------------------ --- shall withdraw and transfer from the Proceeds Account and shall make available to the Issuer Partnership the amount set forth in the Restoration Requisition and, thereafter, the Issuer Partnership shall remit such amount to the applicable payees with respect to the Restoration Work (or, in the case of reimbursement for the costs of Restoration Work theretofore paid by the IssuerPartnership, retain the Partnership shall instruct the Administrative Agent to transfer the amount of such amounts for itselfreimbursement to the Revenue Account and the Administrative Agent shall so make such transfer).
(v) Upon completion of any Restoration Work, there shall be filed with the Administrative Agent and the Collateral Agent (A) an Officer's Certificate of the Issuer Partnership certifying the completion of such Restoration Work and the amount, if any, required in its opinion to be retained in the Proceeds Account for the payment of any costs of such Restoration Work not then due and payable or the liability for payment of which is being contested or disputed by the IssuerPartnership, and for the payment of reasonable contingencies following completion of such Restoration Work and (B) if the Restoration Work required an Independent Engineer Restoration Certificate under Section 3.10(a)(iii)(B) above, an officer's certificate of the Independent Engineer stating that completion of the Restoration has occurred and concurring with the amounts to be retained in the Proceeds Account. Upon receipt of such Officer's Certificate and, if applicable, and such officer's certificate of the Independent Engineer Restoration CertificateEngineer, the Administrative Agent shall first, transfer the amount remaining in the Proceeds Account in excess of ----- the amounts to remain in the Proceeds Account as stated in such Officer's Certificate to the applicable payees (or, in the case of reimbursement for the costs of the Restoration theretofore paid by the Issuer, to the Issuer) with respect to such Restoration Work, and second, segregate the remaining excess in ------ the Proceeds Account from any other amounts therein. If (A) such remaining excess exceeds $5,000,0005,000,000 and (B) any Rating Agency does not confirm in writing that the Loss Event for which such Loss Proceeds were received (after taking into consideration such Restoration) will not result in a Rating Downgrade by such Rating Agency, then the Loss Proceeds received in connection with such Loss Event in excess of $5,000,000, after giving effect to the cost of the Restoration, shall be used to redeem or prepay, as applicable, the Redeemable Facilities on a pro rata basis among the Redeemable Facilities, based upon the --- ---- then outstanding principal amounts of each of the Redeemable Facilities, at the prices for redemption or prepayment set forth in the applicable Financing Document, and the Issuer Partnership shall provide the Administrative Agent an Allocation Certificate setting forth the amount to be so allocated to each Redeemable Facility and the account or accounts into which each Redeemable Facility's allocable share shall be deposited in accordance with the terms of the applicable Financing Document. Within three (3) Business Days of its receipt of an Allocation Certificate, the Administrative Agent shall make the transfers specified therein. The Issuer hereby instructs the Collateral Agent and the Administrative Agent to make all such payments in respect of the Bonds directly to the Trustee for deposit into the Bond Fund in accordance with the terms of Section 3.3 of the Indenture, and ----------- the Collateral Agent and the Administrative Agent hereby acknowledge receipt of such instruction. If the remaining excess is equal to or less than $5,000,000, the Administrative Agent shall transfer such monies to the Revenue Account. Thereafter, upon receipt of an Officer's Certificate of the Issuer certifying payment of all costs of Restoration Work for the Project, the Administrative Agent shall transfer any amounts remaining in the Proceeds Account to the Revenue Account.Financing
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