O&M Account. Operator will maintain with a bank in its own name an account for receipt of deposits (the “O&M Account”) for the purpose of paying Operating Expenses. Owner shall fund the O&M Account in accordance with Section 8.5. The O&M Account shall be the primary source for the payment of Operating Expenses hereunder, and Operator shall draw funds from such account to pay Operating Expenses. Operator shall nominate individuals, to be approved by Owner, who shall have the written authority to sign checks against the O&M Account within limits to be agreed between Owner and Operator. Interest earned on the O&M Account shall accrue for the benefit of Owner and shall be used by Operator only for the payment of Operating Expenses incurred in accordance with the terms hereof.
O&M Account. Owner will provide for payments from the O&M Account for all O&M Costs, the Monthly Management Fee or for any other amounts payable by or on behalf of Owner to or on behalf of Operator hereunder in accordance with the Depositary Agreement. The parties may agree on a payment procedure whereby Owner advances funds to Operator for all O&M Costs (including Advance O&M Cost Estimates) for Operator to pay such O&M Costs from such funds advanced by Owner. With respect to O&M Costs for goods and services provided by third-parties to Owner or Operator in connection herewith and costs incurred directly by Operator that are not covered by Section 5.3, Operator promptly shall review invoices received for such goods and services and, if Operator determines such invoices are properly payable, promptly shall forward such invoices to Owner for payment. Owner shall use commercially reasonable efforts to pay on or before the due date therefor, for Owner’s account (except to the extent Operator has, in its sole discretion, directly incurred an O&M Cost, in which case for Operator’s account), such invoices, except for any portion that Owner in good faith disputes, directly to the third-party payee. Operator shall endeavor to resolve any dispute with a third-party payee under a contract between Operator and such third party, and will support Owner in any dispute with a third-party payee in a contract between Owner and such third party.
O&M Account. [In accordance with Section 3.4(b) of the Depositary Agreement, Borrower hereby requests that $[●] be withdrawn from the O&M Account numbered [_____] and transferred to any Person (or the O&M Checking Account in accordance with Section 3.4(b) of the Depository Agreement) to whom a payment is due, or will be due prior to the next Monthly Payment Date in respect of O&M Costs as set forth in greater detail in Part B of the attached Schedule I.]40[In accordance with Section 3.4(c) of the Depositary Agreement, Borrower hereby requests that, on [specify each Bi-Monthly Payment Date or any other date on which a transfer to the O&M Account is made pursuant to Section 3.3(b)(i) of the Depositary Agreement or date within 2 Business Days of Monthly Payment Date or such other date], $[●] be withdrawn from the O&M Account and transferred to the O&M Checking Account for payment of O&M Costs due or that could reasonably be anticipated to be due from time to time prior to the next Monthly Payment Date. Borrower hereby certifies that after giving effect to the requested transfers, the aggregate amount on deposit in the O&M Checking Account will not exceed $[●]]41
O&M Account. (a) On each Funding Date until the Funding Date ----------- occurring in June 2011, Monies on deposit in or credited to the O&M Account shall be transferred, pursuant to an Officer's Certificate delivered to the Administrative Agent delivered no later than three (3) Business Days prior to such Funding Date, (i) to the Holdings II Account in the amount that is due and payable to Xxxxxx XX Holdings under the Holdings II ESA on such date (the "Holdings II ESA Amount") and (ii) to the Holdings III Account in the amount ---------------------- that is due and payable to Xxxxxx III Holdings under the Holdings III ESA on such date (the "Holdings III ESA Amount"); provided, that, on any Funding Date, ----------------------- -------- Monies shall only be transferred once from the O&M Account to the Holdings II Account and once from the O&M Account to the Holdings III Account. The Officer's Certificate delivered pursuant to the preceding sentence shall set forth the Holdings II ESA Amount and the Holdings III ESA Amount. Subject to the first sentence of this Section 3.2(a), Monies on deposit in or credited to the O&M -------------- Account may be remitted to the Issuer or paid directly to third parties in an amount set forth in an Officer's Certificate of the Issuer (which Officer's Certificate shall be delivered to the Administrative Agent no later than three (3) Business Days before the date on which such Monies are to be remitted or paid directly to third parties) as being the amount of O&M Costs due and payable on such date or reasonably expected to be due and payable by the Issuer within the next thirty (30) days, less any amounts previously transferred in respect of such O&M Costs; provided, however, that Monies may be disbursed from the O&M -------- ------- Account (and Officer's Certificates may be delivered) more often than monthly if necessary to pay O&M Costs which are due and payable on the date of disbursement. An Officer's Certificate of the Issuer delivered to the Administrative Agent pursuant to this Section 3.2 shall indicate (a) the name of ----------- each Person (including the Issuer or any third parties) to whom payment of any O&M Costs requested under such Officer's Certificate is to be made and (b) the payment or wire transfer instructions for the payment or transfer of such amounts by the Administrative Agent to each such Person. The Administrative Agent shall transfer to the Revenue Account any amounts on deposit in or credited to the O&M Acc...
O&M Account
