Common use of Application of Payments Not Relating to an Event of Loss Clause in Contracts

Application of Payments Not Relating to an Event of Loss. Payments received by the Lessor or by the Owner Trustees on behalf of the Lessor (other than proceeds of insurance carried by the Owner Trustees, the Lessor or the Owner Participant pursuant to Section l0(b)), by the Lessee (other than proceeds of insurance carried by or on behalf of the Lessee pursuant to and within the limitations of Section 8(f) or Section 10(b), as the case may be) or by the Indenture Trustee from any Governmental Authority, insurer or other Person, plus any amounts recovered by the Lessee as contemplated by the last sentence of Section 6(c)(ii) (plus the amount of any payments which would have been due from an insurer but for the Lessee's self-insurance or policy deductibles) with respect to any destruction, damage, loss, condemnation, confiscation, theft, seizure of or requisition of title not constituting an Event of Loss, shall be applied as follows: (i) all such payments from Governmental Authorities on account of a Partial Taking which cannot be repaired, shall be paid over to, held and applied by the Indenture Trustee in accordance with the Indenture (unless the Lien of the Security Documents shall have been discharged in accordance with Section 10.1 of the Indenture, in which case such payments shall be paid over to, and retained by, the Corporate Owner Trustee on behalf of the Lessor); (ii) in all other cases, all such payments from insurers or from other Persons, including Governmental Authorities, shall be held by the Corporate Owner Trustee on behalf of the Lessor or (so long as the Lien of the Security Documents shall not have been discharged in accordance with Section 10.1 of the Indenture) the Indenture Trustee as security for the obligations of the Lessee under this Lease and invested in Permitted Investments at the direction of the Lessee, but any amounts (including earnings on Permitted Investments) so held shall be released and paid over to the Lessee from time to time, in each case upon presentation to the Corporate Owner Trustee and the Lessor or to the Indenture Trustee, as the case may be, of a Lessee Request specifying the amount so to be released, and annexing invoices (not previously used as a basis for any release of funds pursuant to this Section 9(g)) demonstrating expenditures made or to be made by the Lessee upon receipt of such funds for repair, rebuilding and restoration of the Project, and certifying that (x) the funds requested will, to the extent not applied to reimburse the Lessee for such expenditures already made, be applied to the payment of such expenditures incurred, (y) there exist no Liens (other than Permitted Liens) with respect to such repair, rebuilding or restoration and (z) the amounts remaining to be disbursed are fully sufficient to complete such repair, rebuilding and restoration; provided, however, that if the Lessee's unsecured senior debt rating is lower than the Approved Rating (A) the Corporate Owner Trustee on behalf of the Lessor or the Indenture Trustee, as applicable, shall release and pay over such funds for the Lessor's account directly to the Person performing such work or providing such services (or shall release such funds by check payable jointly to the Lessee and such Person) and (B) to the extent any such payments from insurers or from other Persons received by the Corporate Owner Trustee on behalf of the Lessor or by the Indenture Trustee, as applicable, shall be insufficient to pay the entire cost of the repair, rebuilding or restoration as estimated by a qualified engineer selected by the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be), the Lessee shall be responsible for the amount of any such deficiency by depositing such amount with the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be) prior to the commencement of such repair, rebuilding or restoration); (iii) the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing proceeds of such insurance shall be paid over to, or retained by, and shall become the unencumbered property of, the Lessee; and (iv) except in the case of clause (i) of this Section 9(g), the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing condemnation proceeds or like proceeds shall be paid to the Corporate Owner Trustee on behalf of the Lessor and the Lessee as the respective interests of the Lessor and the Lessee may appear.

Application of Payments Not Relating to an Event of Loss. Payments received at any time by the Lessor or by the Owner Trustees on behalf of the Lessor (other than proceeds of insurance carried placed by the Owner Trustees, the Lessor Trustee or the Owner Participant pursuant to Section l0(b10(b)), by ) or the Lessee (other than proceeds of insurance carried by or on behalf of the Lessee pursuant to and within the limitations of Section 8(f) or Section 10(b), as the case may be) or by the Indenture Trustee from any Governmental Authority, insurer or other Person, plus any amounts recovered by the Lessee as contemplated by the last sentence of Section 6(c)(ii) (plus the amount of any payments which would have been due from an insurer but for the Lessee's self-insurance or policy deductibles) Person with respect to any destruction, damage, loss, condemnation, confiscation, theft, theft or seizure of or requisition of title to or requisition of use of, Unit 2 or the Common Facilities, or any part thereof, not constituting an Event of Loss, Loss shall be applied first to reimburse the Lessee for all amounts expended in respect of the repair, replacement or reconstruction of Unit 3 or the Common Facilities, or any part thereof, as follows:provided in Section 9(b), and second the balance, if any, of such payments shall be divided between the Lessor and the Lessee as their interests may appear. (i) all such payments from Governmental Authorities on account Disposition at rise of a Partial Taking which cannot be repairedEvent of Default. Notwithstanding the foregoing provisions of this Section 9, shall be paid over to, held and applied by the Indenture Trustee in accordance with the Indenture (unless the Lien if an Event of the Security Documents Default shall have been discharged in accordance with Section 10.1 of occurred and be continuing, any amount that would otherwise be payable to or for the Indentureaccount of, in which case such payments shall or that would otherwise be paid over to, and retained by, the Corporate Owner Trustee on behalf of the Lessor); (ii) in all other cases, all such payments from insurers Lessee pursuant to Section 10 or from other Persons, including Governmental Authorities, this Section 9 shall be held by the Corporate Owner Trustee on behalf of paid to the Lessor or (so long as the Lien of the Security Documents shall not have been discharged in accordance with Section 10.1 of the Indenture) the Indenture Trustee as security for the obligations of the Lessee under this Facility Lease and invested in Permitted Investments and, at such time thereafter as the direction Lessee shall have cured any such Event of the LesseeDefault, but any amounts (including earnings on Permitted Investments) so held such amount shall be released and paid over promptly to the Lessee from time unless this Facility Lease shall have theretofore been declared to timebe in default, in each case upon presentation to which event such amount shall be disposed of in accordance with the Corporate Owner Trustee provisions hereof and the Lessor or to the Indenture Trustee, as the case may be, of a Lessee Request specifying the amount so to be released, and annexing invoices (not previously used as a basis for any release of funds pursuant to this Section 9(g)) demonstrating expenditures made or to be made by the Lessee upon receipt of such funds for repair, rebuilding and restoration of the Project, and certifying that (x) the funds requested will, to the extent not applied to reimburse the Lessee for such expenditures already made, be applied to the payment of such expenditures incurred, (y) there exist no Liens (other than Permitted Liens) with respect to such repair, rebuilding or restoration and (z) the amounts remaining to be disbursed are fully sufficient to complete such repair, rebuilding and restoration; provided, however, that if the Lessee's unsecured senior debt rating is lower than the Approved Rating (A) the Corporate Owner Trustee on behalf of the Lessor or the Indenture Trustee, as applicable, shall release and pay over such funds for the Lessor's account directly to the Person performing such work or providing such services (or shall release such funds by check payable jointly to the Lessee and such Person) and (B) to the extent any such payments from insurers or from other Persons received by the Corporate Owner Trustee on behalf of the Lessor or by the Indenture Trustee, as applicable, shall be insufficient to pay the entire cost of the repair, rebuilding or restoration as estimated by a qualified engineer selected by the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be), the Lessee shall be responsible for the amount of any such deficiency by depositing such amount with the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be) prior to the commencement of such repair, rebuilding or restoration); (iii) the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing proceeds of such insurance shall be paid over to, or retained by, and shall become the unencumbered property of, the Lessee; and (iv) except in the case of clause (i) of this Section 9(g), the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing condemnation proceeds or like proceeds shall be paid to the Corporate Owner Trustee on behalf of the Lessor and the Lessee as the respective interests of the Lessor and the Lessee may appearIndenture.

Application of Payments Not Relating to an Event of Loss. Payments received by (a) In the Lessor event that during the Facility Lease Term the use of all or by the Owner Trustees on behalf any portion of the Lessor (other than proceeds of insurance carried Undivided Interest is requisitioned or taken by the Owner Trustees, the Lessor or the Owner Participant pursuant to Section l0(b)), by the Lessee (other than proceeds a request of insurance carried by or on behalf of the Lessee pursuant to and within the limitations of Section 8(f) or Section 10(b), as the case may be) or by the Indenture Trustee from any Governmental Authority, insurer Entity under the power of eminent domain or other Person, plus any amounts recovered by the Lessee as contemplated by the last sentence of Section 6(c)(ii) (plus the amount of any payments otherwise for a period which would have been due from an insurer but for the Lessee's self-insurance or policy deductibles) with respect to any destruction, damage, loss, condemnation, confiscation, theft, seizure of or requisition of title does not constituting constitute an Event of Loss, the Facility Lessee's obligation to pay all installments of Periodic Lease Rent and Renewal Lease Rent shall continue for the duration of such requisitioning or taking. The Facility Lessee shall be applied entitled to receive and retain for its own account all sums payable for any such period by such Governmental Entity as follows: (icompensation for such requisition or taking of possession. Any amount referred to in this Section 10.4(a) all such payments from Governmental Authorities on account of a Partial Taking which canis payable to the Facility Lessee shall not be repairedpaid to the Facility Lessee, or if it has been previously paid directly to the Facility Lessee, shall not be retained by the Facility Lessee, if at the time of such payment a Significant Lease Default or Lease Event of Default shall have occurred and be continuing, but shall be paid over to, held to and applied by the Indenture Trustee in accordance with the Indenture (unless the Lien of the Security Documents shall have been discharged in accordance with Section 10.1 of the Indenture, in which case such payments shall be paid over to, and retained by, the Corporate Owner Trustee on behalf of the Lessor); (ii) in all other cases, all such payments from insurers or from other Persons, including Governmental Authorities, shall be held by the Corporate Owner Trustee on behalf of the Lessor or (or, so long as the Lien of the Security Documents Lease Indenture shall not have been discharged in accordance with Section 10.1 of terminated or discharged, the Indenture) the Lease Indenture Trustee as security for the obligations of the Facility Lessee under this Lease and invested in Permitted Investments at the direction of the Lessee, but any amounts (including earnings on Permitted Investments) so held shall be released and paid over to the Lessee from time to time, in each case upon presentation to the Corporate Owner Trustee and the Lessor or to the Indenture Trustee, as the case may be, of a Lessee Request specifying the amount so to be releasedFacility Lease, and annexing invoices (not previously used as a basis for any release upon the earlier of funds pursuant to this Section 9(g)) demonstrating expenditures made or to be made by the Lessee upon receipt of such funds for repair, rebuilding and restoration of the Project, and certifying that (x) the funds requested will, to the extent not applied to reimburse the Lessee for such expenditures already made, be applied to the payment of such expenditures incurred, (y) there exist no Liens (other than Permitted Liens) with respect to such repair, rebuilding or restoration and (z) the amounts remaining to be disbursed are fully sufficient to complete such repair, rebuilding and restoration; provided, however, that if the Lessee's unsecured senior debt rating is lower than the Approved Rating (A) the Corporate Owner Trustee on behalf of the Lessor or the Indenture Trustee, as applicable, shall release and pay over such funds for the Lessor's account directly to the Person performing such work or providing such services (or shall release such funds by check payable jointly to the Lessee and such Person) and (B) to the extent any such payments from insurers or from other Persons received by the Corporate Owner Trustee on behalf of the Lessor or by the Indenture Trustee, as applicable, shall be insufficient to pay the entire cost of the repair, rebuilding or restoration as estimated by a qualified engineer selected by the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be), the Lessee shall be responsible for the amount of any such deficiency by depositing such amount with the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be) prior to the commencement of such repair, rebuilding or restoration); (iii) the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing proceeds of such insurance shall be paid over to, or retained by, and shall become the unencumbered property of, the Lessee; and (iv) except in the case of clause (i) of this Section 9(g), 180 days after the balance, if any, remaining after completion of Owner Lessor (or the Lease Indenture Trustee) shall have received such repair, rebuilding and restoration and payment therefor of such payments representing condemnation proceeds or like proceeds shall be paid to the Corporate Owner Trustee on behalf of the Lessor and the Lessee as the respective interests of the Lessor and the Lessee may appear.amount,

Application of Payments Not Relating to an Event of Loss. Payments received by (a) In the Lessor event that during the Lease Term the use of all or by the Owner Trustees on behalf any portion of the Lessor (other than proceeds of insurance carried Undivided Interest is requisitioned or taken by the Owner Trustees, the Lessor or the Owner Participant pursuant to Section l0(b)), by the Lessee (other than proceeds a request of insurance carried by or on behalf of the Lessee pursuant to and within the limitations of Section 8(f) or Section 10(b), as the case may be) or by the Indenture Trustee from any Governmental Authority, insurer Entity under the power of eminent domain or other Person, plus any amounts recovered by the Lessee as contemplated by the last sentence of Section 6(c)(ii) (plus the amount of any payments otherwise for a period which would have been due from an insurer but for the Lessee's self-insurance or policy deductibles) with respect to any destruction, damage, loss, condemnation, confiscation, theft, seizure of or requisition of title does not constituting constitute an Event of Loss, the Lessee's obligation to pay all installments of Basic Rent shall continue for the duration of such requisitioning or taking. The Lessee shall be applied entitled to receive and retain for its own account all sums payable for any such period by such Governmental Entity as follows:compensation for such requisition or taking of possession. (ib) all such payments from Governmental Authorities on account of a Partial Taking Any amount referred to in Section 10.4(a) which canis payable to the Lessee shall not be repairedpaid to the Lessee, or if it has been previously paid directly to the Lessee, shall not be retained by the Lessee, but instead shall be paid over to, held to and applied by the Indenture Trustee in accordance with the Indenture (unless the Lien of the Security Documents shall have been discharged in accordance with Section 10.1 of the Indenture, in which case such payments shall be paid over to, and retained by, the Corporate Owner Trustee on behalf of the Lessor); (ii) in all other cases, all such payments from insurers or from other Persons, including Governmental Authorities, shall be held by the Corporate Owner Trustee on behalf of the Lessor or (or, so long as the Lien of the Security Documents Indenture shall not have been discharged in accordance with Section 10.1 of the Indenture) terminated or discharged, the Indenture Trustee Trustee, as security for the obligations of the Lessee under this Lease and invested Lease, as provided in Permitted Investments Section 11.7. (c) Any insurance proceeds with respect to the Undivided Interest received at any time by the direction Lessor, the Indenture Trustee or the Lessee under any of the Lessee, but any amounts (including earnings on Permitted Investments) so held shall be released and paid over to the Lessee from time to time, in each case upon presentation to the Corporate Owner Trustee and the Lessor or to the Indenture Trustee, as the case may be, of a Lessee Request specifying the amount so insurance policies required to be released, and annexing invoices (not previously used as a basis for any release of funds pursuant to this Section 9(g)) demonstrating expenditures made or to be made maintained by the Lessee upon receipt under Section 11 as a result of such funds for repair, rebuilding and restoration of the Project, and certifying that (x) the funds requested will, any damage to the extent Facility or any part thereof which does not applied to reimburse the Lessee for such expenditures already made, constitute an Event of Loss shall be applied to the payment of such expenditures incurredas follows: first, (y) there exist no Liens (other than Permitted Liens) in accordance with respect to such repair, rebuilding or restoration Section 11.7; and (z) the amounts remaining to be disbursed are fully sufficient to complete such repair, rebuilding and restoration; provided, however, that if the Lessee's unsecured senior debt rating is lower than the Approved Rating (A) the Corporate Owner Trustee on behalf of the Lessor or the Indenture Trustee, as applicable, shall release and pay over such funds for the Lessor's account directly to the Person performing such work or providing such services (or shall release such funds by check payable jointly to the Lessee and such Person) and (B) to the extent any such payments from insurers or from other Persons received by the Corporate Owner Trustee on behalf of the Lessor or by the Indenture Trustee, as applicable, shall be insufficient to pay the entire cost of the repair, rebuilding or restoration as estimated by a qualified engineer selected by the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be), the Lessee shall be responsible for the amount of any such deficiency by depositing such amount with the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be) prior to the commencement of such repair, rebuilding or restoration); (iii) the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing proceeds of such insurance shall be paid over to, or retained by, and shall become the unencumbered property of, the Lessee; and (iv) except in the case of clause (i) of this Section 9(g)second, the balance, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor of such payments representing condemnation insurance proceeds or like proceeds remaining thereafter shall be paid to the Corporate Owner Trustee on behalf of the Lessor and the Lessee as the respective interests of the Lessor and the Lessee may appearLessee.

Application of Payments Not Relating to an Event of Loss. Payments Unless a Lease Default or a Lease Event of Default shall have occurred and be continuing, payments (except for payments under insurance policies maintained other than pursuant to Article X of this Lease) received at any time by the Lessor or by the Owner Trustees on behalf of the Lessor (other than proceeds of insurance carried by the Owner Trustees, the Lessor or the Owner Participant pursuant to Section l0(b)), by the Lessee (other than proceeds of insurance carried by or on behalf of the Lessee pursuant to and within the limitations of Section 8(f) or Section 10(b), as the case may be) or by the Indenture Trustee from any Governmental Authority, insurer governmental authority or other Person, plus any amounts recovered by the Lessee as contemplated by the last sentence of Section 6(c)(ii) (plus the amount of any payments which would have been due from an insurer but for the Lessee's self-insurance or policy deductibles) Person with respect to any destruction, damage, loss, condemnation, confiscation, theftor seizure of, seizure of or requisition of title to or use of, or damage to, the Equipment or any part thereof not constituting an Event of Loss, Loss shall be paid to or retained by the Lessee (except as otherwise provided in Article X hereof) and shall be applied as follows: (i) all : first, directly in payment for repairs or replacement of the Equipment in ----- respect of which such payments from Governmental Authorities on account of a Partial Taking which cannot be repaired, shall be paid over to, held and applied by the Indenture Trustee payment was received in accordance with the Indenture (unless provisions of Article X hereof, if not already paid for by the Lien of Lessee, or, if already paid for by the Security Documents shall have been discharged in accordance with Section 10.1 of the Indenture, in which case such payments shall be paid over to, and retained by, the Corporate Owner Trustee on behalf of the Lessor); (ii) in all other cases, all such payments from insurers or from other Persons, including Governmental AuthoritiesLessee, shall be held by the Corporate Owner Trustee on behalf of the Lessor or (so long as the Lien of the Security Documents shall not have been discharged in accordance with Section 10.1 of the Indenture) the Indenture Trustee as security for the obligations of the Lessee under this Lease and invested in Permitted Investments at the direction of the Lessee, but any amounts (including earnings on Permitted Investments) so held shall be released and paid over to the Lessee from time to time, in each case upon presentation to the Corporate Owner Trustee and the Lessor or to the Indenture Trustee, as the case may be, of a Lessee Request specifying the amount so to be released, and annexing invoices (not previously used as a basis for any release of funds pursuant to this Section 9(g)) demonstrating expenditures made or to be made by the Lessee upon receipt of such funds for repair, rebuilding and restoration of the Project, and certifying that (x) the funds requested will, to the extent not applied to reimburse the Lessee for such expenditures already made, be applied to the payment of such expenditures incurred, (y) there exist no Liens (other than Permitted Liens) with respect to such repair, rebuilding or restoration payment; and (z) the amounts remaining to be disbursed are fully sufficient to complete such repair, rebuilding and restoration; provided, however, that if the Lessee's unsecured senior debt rating is lower than the Approved Rating (A) the Corporate Owner Trustee on behalf of the Lessor or the Indenture Trustee, as applicable, shall release and pay over such funds for the Lessor's account directly to the Person performing such work or providing such services (or shall release such funds by check payable jointly to the Lessee and such Person) and (B) to the extent any such payments from insurers or from other Persons received by the Corporate Owner Trustee on behalf of the Lessor or by the Indenture Trustee, as applicable, shall be insufficient to pay the entire cost of the repair, rebuilding or restoration as estimated by a qualified engineer selected by the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be)second, the Lessee shall be responsible for the amount of any such deficiency by depositing such amount with the Person holding such funds (being the Corporate Owner Trustee or the Indenture Trustee, as the case may be) prior to the commencement of such repair, rebuilding or restoration); (iii) the balancebalance remaining, if any, remaining after completion of such repair, rebuilding and restoration and payment therefor at the end of such payments representing remaining ------ thereafter as may be attributable to (x) the proceeds of such insurance maintained by Lessee pursuant to Article X hereof or (y) amounts paid by any government authority with respect to any requisition of use of the Equipment during the Lease Term, shall be paid over to, or retained by, and shall become the unencumbered property of, by the Lessee; and (iv) except in . The Lessee shall maintain records setting forth information relating to the case of clause (i) of this Section 9(g), the balance, if any, remaining after completion of such repair, rebuilding receipt and restoration and payment therefor application of such payments representing condemnation proceeds or like proceeds in accordance with this Section 13.3. Such records shall be paid kept on file by the Lessee at its offices and copies shall be provided to the Corporate Owner Trustee on behalf of the Lessor and the Lessee as the respective interests of the Lessor and the Lessee may appearupon request.