the Construction Account (other than amounts on
deposit in or standing to the credit of the Additional Capital Expenditure
Sub-Account and the Bond Proceeds Sub-Account) shall be withdrawn and such
account (but not the Additional Capital Expenditure Sub-Account) shall be
terminated and closed at the written instruction of the Borrower or the
Administrative Agent, and such amounts shall be applied in accordance with
Section 2.06(e) (Funding of Loans) of the Credit Agreement and the Construction
Withdrawal Certificate (a copy of which shall be delivered to, and shall
constitute instructions to, the Accounts Bank).
SECTION 4.02
BOND PROCEEDS SUB-ACCOUNT. (A)
ALL PROCEEDS DISBURSED
FROM THE BOND PROJECT FUND FOR THE ABERDEEN II PLANT PURSUANT TO THE BOND
INDENTURE SHALL BE DEPOSITED INTO THE BOND PROCEEDS SUB-ACCOUNT. ON THE CLOSING
DATE THE SECOND LIEN AGENT IS REQUIRED TO DEPOSIT FIFTEEN MILLION FIVE HUNDRED
EIGHTY-THREE THOUSAND FIVE HUNDRED SIXTY-TWO DOLLARS AND FIFTY CENTS
($15,583,562.50) OF THE ORIGINAL PROCEEDS OF THE BONDS SOLELY INTO THE BOND
PROCEEDS SUB-ACCOUNT.
(B)
WITHDRAWALS FROM THE BOND PROCEEDS SUB-ACCOUNT. (I)
UNLESS A NOTICE
OF SUSPENSION IS IN EFFECT OR A DEFAULT OR EVENT OF DEFAULT WOULD OCCUR AS A
RESULT OF ANY APPLICATION OF FUNDS CONTEMPLATED BY THIS SECTION 4.02, FUNDS
STANDING TO THE CREDIT OF THE BOND PROCEEDS SUB-ACCOUNT SHALL BE DISBURSED ONLY
UPON DELIVERY TO THE ACCOUNTS BANK OF (A) A BOND PROCEEDS WITHDRAWAL CERTIFICATE
(WITH A COPY TO THE ADMINISTRATIVE AGENT, THE INDEPENDENT ENGINEER AND THE
SECOND LIEN AGENT), COUNTERSIGNED BY EACH OF THE BORROWER AND THE SECOND LIEN
AGENT, AND, (B) AN INDEPENDENT ENGINEER'S CERTIFICATE. ALL PAYMENTS FROM THE
BOND PROCEEDS SUB-ACCOUNT SHALL BE MADE BY THE ACCOUNTS BANK PURSUANT TO
INSTRUCTIONS SET FORTH IN THE RELEVANT BOND PROCEEDS WITHDRAWAL CERTIFICATE
EITHER (X) DIRECTLY TO THE PAYEE, OR (Y) IN THE CASE OF A REQUESTED DISBURSEMENT
FOR COSTS OF THE PROJECT PREVIOUSLY PAID BY OR ON BEHALF OF THE BORROWER, BUT IN
RESPECT OF WHICH NO BOND PROCEEDS WITHDRAWAL CERTIFICATE HAS BEEN DELIVERED
PREVIOUSLY, FOR TRANSFER TO THE CONSTRUCTION ACCOUNT IN AN AMOUNT EQUAL TO THE
AMOUNT OF SUCH PREVIOUS PAYMENTS.
(II)
TERMINATION. ON THE EARLIER OF THE CONVERSION DATE AND THE
CONVERSION DATE CERTAIN, AT THE WRITTEN INSTRUCTION OF THE SECOND LIEN AGENT,
ALL AMOUNTS ON DEPOSIT IN OR STANDING TO THE CREDIT OF THE BOND PROCEEDS
SUB-ACCOUNT SHALL BE PAID TO THE SECOND LIEN AGENT FOR DEPOSIT INTO THE BOND
PROJECT FUND AND APPLICATION AS SET FORTH IN THE BOND INDENTURE, AND SUCH
ACCOUNT SHALL BE TERMINATED AND CLOSED. ALL PARTIES TO THIS ACCOUNTS AGREEMENT
AGREE AND COVENANT NOT TO CONTEST OR SEEK TO PROHIBIT
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THE PAYMENT OF SUCH AMOUNTS TO THE SECOND LIEN AGENT OR ASSERT ANY CLAIM TO SUCH
MONIES UNDER ANY THEORY.
(C)
NOTICES REGARDING NATURE OF BOND PROCEEDS. THE BORROWER AND THE
SECOND LIEN AGENT HEREBY NOTIFY THE PARTIES HERETO THAT:
(I)
THE INITIAL DEPOSIT OF ORIGINAL PROCEEDS OF THE BONDS REFERENCED
IN SECTION 4.02(A) CONSTITUTES ALL OF THE ORIGINAL PROCEEDS OF THE BONDS (BEING
$19,000,000)