Common use of Disbursements from the Revenue Account Clause in Contracts

Disbursements from the Revenue Account. (a) To cause the withdrawal or transfer of amounts on deposit in the Revenue Account, the Company shall submit to Collateral Agent and each Holder a set of Account Withdrawal Documents at least four Business Days prior to the last Business Day of each calendar month. Unless Collateral Agent and the Company have received from the Required Holders a written objection with respect to the Account Withdrawal Documents within three Business Days from the Company’s delivery thereof, Collateral Agent shall sign the applicable Account Withdrawal Instructions and deliver such Account Withdrawal Instructions to Depositary at least one Business Day prior to the last Business Day of the month in which such Account Withdrawal Documents were submitted or the proposed disbursement date, as applicable. (b) Prior to the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d) . (2) On each Monthly Date, to the Operating Account for the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, amounts sufficient to pay principal, all accrued interest and fees on the Notes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the IDC Reserve Account in accordance with Section 3.5.2(a)) . (4) On each Repayment Date, at the Company’s election, to the optional prepayment of the Notes pursuant to Section 8.2 of the Note Purchase Agreement. (c) On and after the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month (other than pursuant to Waterfall Level (6) below), subject in all events to a maximum amount determined pursuant to Section 3.3.2(d); provided, that during a Forced Outage Event, amounts disbursed pursuant to this Waterfall Level (1) shall not exceed $25,000 per month plus the cost of any Forced Outage Replacement RECs. (2) On each Monthly Date, to the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, to the payment of interest on the Notes, and on other amounts accruing interest under the Credit Documents. (4) On each Repayment Date, to the scheduled repayment of the principal of the Notes. (5) On each Repayment Date, to the Debt Service Reserve Account the amount (if any) necessary to fund the Debt Service Reserve Account so that the amount then on deposit in or credited to the Debt Service Reserve Account equals the Debt Service Reserve Requirement at such time. (6) On each Repayment Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month with respect to any System that is not operating at least at [***] of its nameplate capacity. (7) On each Repayment Date, to any mandatory prepayment of the Notes pursuant to Section 8.1.2 of the Note Purchase Agreement. (8) On any Repayment Date, if the Distribution Conditions have been satisfied, to the account directed by the Company in the Account Withdrawal Request, free of the Liens of the Collateral Documents, and if the Distribution Conditions have not been satisfied, to the Distribution Suspense Account. (d) O&M Costs payable at Waterfall Level (1) of Sections 3.3.2(b) and 3.3.2(c) shall not in any event exceed the amounts prescribed by Section 9.14(c) of the Note Purchase Agreement. The Company shall promptly pay all O&M Costs in excess of the foregoing limit from the Distribution Suspense Account.

Disbursements from the Revenue Account. (a) To cause the withdrawal or transfer of amounts on deposit in the Revenue Account, the Company shall submit to Collateral Agent and each Holder a set of Account Withdrawal Documents at least four Business Days prior to the last Business Day of each calendar month. Unless Collateral Agent and the Company have received from the Required Holders a written objection with respect to the Account Withdrawal Documents within three Business Days from the Company’s delivery thereof, Collateral Agent shall sign the applicable Account Withdrawal Instructions and deliver such Account Withdrawal Instructions to Depositary at least one Business Day prior to the last Business Day of the month in which such Account Withdrawal Documents were submitted or the proposed disbursement date, as applicable. (b) Prior to the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d) ). (2) On each Monthly Date, to the Operating Account for the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, amounts sufficient to pay all accrued principal, all accrued interest and fees on the Notes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn withdrawn, first, from the IDC Reserve Account in accordance with Section 3.5.2(a) and, second, from the Policy Proceeds Account in accordance with Section 3.9.2)) .. [***] Confidential Treatment Requested (4) On each Repayment Date, at the Company’s election, to the optional prepayment of the Notes pursuant to Section 8.2 of the Note Purchase Agreement. (c) On and after the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month (other than pursuant to Waterfall Level (6) below)month, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d); provided, that during a Forced Outage Event, amounts disbursed pursuant to this Waterfall Level (1) shall not exceed $25,000 per month plus the cost of any Forced Outage Replacement RECs. (2) On each Monthly Date, to the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, to the payment of interest on the Notes, and on other amounts accruing interest under the Credit DocumentsNPA Documents (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the Policy Proceeds Account in accordance with Section 3.9.2). (4) On each Repayment Date, to the scheduled repayment of the principal of the NotesNotes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the Policy Proceeds Account in accordance with Section 3.9.2). (5) On each Repayment Date, to the Debt Service Reserve Account the amount (if any) necessary to fund the Debt Service Reserve Account so that the amount then on deposit in or credited to the Debt Service Reserve Account equals the Debt Service Reserve Requirement at such time. (6) On each Repayment Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month with respect to any System that is not operating at least at [***] of its nameplate capacity. (7) On each Repayment Date, to any mandatory prepayment of the Notes pursuant to Section 8.1.2 of the Note Purchase Agreement. (7) On any Repayment Date, if the Tracking Account (as defined in the Policy) has a positive balance, to the Insurer as directed by the Company in the Account Withdrawal Request as a refund for claims paid under the Policy. (8) On any Repayment Date, if the Distribution Conditions have been satisfied, to the account directed by the Company in the Account Withdrawal Request, free of the Liens of the Collateral Documents, and if the Distribution Conditions have not been satisfied, to the Distribution Suspense Account. (d) O&M Costs payable at Waterfall Level (1) of Sections 3.3.2(b) and 3.3.2(c) shall not in any event exceed the amounts prescribed by Section 9.14(c9.13 (c) of the Note Purchase Agreement. The Company shall promptly pay all O&M Costs in excess of the foregoing limit from the Distribution Suspense Account.

Disbursements from the Revenue Account. (a) To cause the withdrawal or transfer of amounts on deposit in the Revenue Account, the Company shall submit to Collateral Agent and each Holder a set of Account Withdrawal Documents at least four Business Days prior to the last Business Day of each calendar month[***]. Unless Collateral Agent and the Company have received from the Required Holders a written objection with respect to the Account Withdrawal Documents within three Business Days [***] from the Company’s delivery thereof, Collateral Agent shall sign the applicable Account Withdrawal Instructions and deliver such Account Withdrawal Instructions to Depositary at least one Business Day [***] prior to the last Business Day of the month in which such Account Withdrawal Documents were submitted or the proposed disbursement date, as applicable. (b) Prior to the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d) ). (2) On each Monthly Date, to the Operating Account for the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, amounts sufficient to pay all accrued principal, all accrued interest and fees on the Notes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn withdrawn, first, from the IDC Reserve Account in accordance with Section 3.5.2(a) and, second, from the Policy Proceeds Account in accordance with Section 3.9.2)) .. [***] Confidential Treatment Requested (4) On each Repayment Date, at the Company’s election, to the optional prepayment of the Notes pursuant to Section 8.2 of the Note Purchase Agreement. (c) On and after the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month (other than pursuant to Waterfall Level (6) below)month, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d); provided, that during a Forced Outage Event, amounts disbursed pursuant to this Waterfall Level (1) shall not exceed $25,000 per month plus the cost of any Forced Outage Replacement RECs. (2) On each Monthly Date, to the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, to the payment of interest on the Notes, and on other amounts accruing interest under the Credit DocumentsNPA Documents (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the Policy Proceeds Account in accordance with Section 3.9.2). (4) On each Repayment Date, to the scheduled repayment of the principal of the NotesNotes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the Policy Proceeds Account in accordance with Section 3.9.2). (5) On each Repayment Date, to the Debt Service Reserve Account the amount (if any) necessary to fund the Debt Service Reserve Account so that the amount then on deposit in or credited to the Debt Service Reserve Account equals the Debt Service Reserve Requirement at such time. (6) On each Repayment Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month with respect to any System that is not operating at least at [***] of its nameplate capacity. (7) On each Repayment Date, to any mandatory prepayment of the Notes pursuant to Section 8.1.2 of the Note Purchase Agreement. (7) On any Repayment Date, if the Tracking Account (as defined in the Policy) has a positive balance, to the Insurer as directed by the Company in the Account Withdrawal Request as a refund for claims paid under the Policy. (8) On any Repayment Date, if the Distribution Conditions have been satisfied, to the account directed by the Company in the Account Withdrawal Request, free of the Liens of the Collateral Documents, and if the Distribution Conditions have not been satisfied, to the Distribution Suspense Account. (d) O&M Costs payable at Waterfall Level (1) of Sections 3.3.2(b) and 3.3.2(c) shall not in any event exceed the amounts prescribed by Section 9.14(c9.13 (c) of the Note Purchase Agreement. The Company shall promptly pay all O&M Costs in excess of the foregoing limit from the Distribution Suspense Account.

Disbursements from the Revenue Account. (a) To cause the withdrawal or transfer of amounts on deposit in the Revenue Account, the Company shall submit to Collateral Agent and each Holder a set of Account Withdrawal Documents at least four Business Days prior to the last Business Day of each calendar month[***]. Unless Collateral Agent and the Company have received from the Required Holders a written objection with respect to the Account Withdrawal Documents within three Business Days [***] from the Company’s delivery thereof, Collateral Agent shall sign the applicable Account Withdrawal Instructions and deliver such Account Withdrawal Instructions to Depositary at least one Business Day prior to the last Business Day of the month [***] in which such Account Withdrawal Documents were submitted or the proposed disbursement date, as applicable. (b) Prior to the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d) . (2) On each Monthly Date, to the Operating Account for the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, amounts sufficient to pay principal, all accrued interest and fees on the Notes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the IDC Reserve Account in accordance with Section 3.5.2(a)) . (4) On each Repayment Date, at the Company’s election, to the optional prepayment of the Notes pursuant to Section 8.2 of the Note Purchase Agreement. (c) On and after the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month (other than pursuant to Waterfall Level (6) below), subject in all events to a maximum amount determined pursuant to Section 3.3.2(d); provided, that during a Forced Outage Event, amounts disbursed pursuant to this Waterfall Level (1) shall not exceed $25,000 [***] per month plus the cost of any Forced Outage Replacement RECs.. [***] Confidential Treatment Requested (2) On each Monthly Date, to the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Date, to the payment of interest on the Notes, and on other amounts accruing interest under the Credit Documents. (4) On each Repayment Date, to the scheduled repayment of the principal of the Notes. (5) On each Repayment Date, to the Debt Service Reserve Account the amount (if any) necessary to fund the Debt Service Reserve Account so that the amount then on deposit in or credited to the Debt Service Reserve Account equals the Debt Service Reserve Requirement at such time. (6) On each Repayment Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month with respect to any System that is not operating at least at [***] of its nameplate capacity. (7) On each Repayment Date, to any mandatory prepayment of the Notes pursuant to Section 8.1.2 of the Note Purchase Agreement. (8) On any Repayment Date, if the Distribution Conditions have been satisfied, to the account directed by the Company in the Account Withdrawal Request, free of the Liens of the Collateral Documents, and if the Distribution Conditions have not been satisfied, to the Distribution Suspense Account. (d) O&M Costs payable at Waterfall Level (1) of Sections 3.3.2(b) and 3.3.2(c) shall not in any event exceed the amounts prescribed by Section 9.14(c) of the Note Purchase Agreement. The Company shall promptly pay all O&M Costs in excess of the foregoing limit from the Distribution Suspense Account.

Disbursements from the Revenue Account. (a) To cause the withdrawal or transfer of amounts on deposit in the Revenue Account, the Company Borrower shall submit to Collateral Administrative Agent and each Holder a set of Account Withdrawal Documents at least four 4 Business Days prior to each Quarterly Date. The applicable Account Withdrawal Request shall require Administrative Agent’s countersignature evidencing Administrative Agent’s concurrence that the last Business Day requested transfers are consistent with the terms hereof. After approving a set of each calendar month. Unless Account Withdrawal Documents (or any revision thereof as contemplated by Section 7.1), Administrative Agent shall execute and deliver to the Collateral Agent and the Company have received from the Required Holders a written objection with respect to the Account Withdrawal Documents within three Business Days from the Company’s delivery thereof, Collateral Agent shall sign Depositary the applicable Account Withdrawal Instructions and deliver such Account Withdrawal Instructions to Depositary Instruction at least one 1 Business Day prior to the last Business Day of the month in which such Account Withdrawal Documents were submitted or the proposed disbursement date, as applicable. (ba) Prior to the Final Completion Date, amounts Amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor; provided that no portion of the Prepaid Expense Amount may be released from the Revenue Account except, on each Quarterly Date, the amount that was budgeted to pay O&M Costs which are due in the following calendar quarter pursuant to the Annual Operating Budget covering such quarter: (1i) On each Monthly Quarterly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing monthquarter, and (ii) Beginning on the fourth Quarterly Date after each System Facility has been placed in Service and on each Quarterly Date thereafter, to the Maintenance Reserve Account in an amount equal to $[***] per KW of each System Facility that has been Placed in Service (as defined in the MESPA) with respect to which the fuel cell power modules have not been replaced, subject in all events to a maximum amount determined pursuant to Section 3.3.2(d7.3.2(b), and (iii) Beginning on the first Monthly Date following the Closing Date and on each Monthly Date thereafter, to the SGIP Proceeds Account, all cash proceeds received in respect of the Self Generation Incentive Program (as defined in the Wal-Mart Power Purchase Agreement) assigned to the Borrower under the Wal-Mart Power Purchase Agreement. (2) . On each Monthly Quarterly Date, to the Operating Account for the payment of all reimbursable amounts currently payable to Administrative Agent, Collateral Agent or Depositary in connection with the Credit Documents. (3) . On each Repayment Date, amounts sufficient to pay principal, all accrued interest and fees on the Notes (provided that, to the extent amounts on deposit in the Revenue Account are insufficient for such purpose, such amounts shall be withdrawn from the IDC Reserve Account in accordance with Section 3.5.2(a)) . (4) On each Repayment Date, at the Company’s election, to the optional prepayment of the Notes pursuant to Section 8.2 of the Note Purchase Agreement. (c) On and after the Final Completion Date, amounts on deposit in the Revenue Account shall be applied to the following uses, in the following amounts, at the following times, and in the following order of priority, to the extent funds are available therefor: (1) On each Monthly Date, to the Operating Account for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing month (other than pursuant to Waterfall Level (6) below), subject in all events to a maximum amount determined pursuant to Section 3.3.2(d); provided, that during a Forced Outage Event, amounts disbursed pursuant to this Waterfall Level (1) shall not exceed $25,000 per month plus the cost of any Forced Outage Replacement RECs. (2) On each Monthly Date, to the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (3) On each Repayment Quarterly Date, to the payment of interest on the NotesLoans, and on other amounts accruing interest under the Credit Documents, in each case currently payable. (4) . On each Repayment Quarterly Date during the Availability Period, at Borrower’s election, to prepayment of principal of the Loans, in any amount so elected by Borrower (subject to prepayment requirements, including the Make Whole Payment if payable, set forth in Article 2). 5. On each Quarterly Date, to the scheduled repayment of the principal of the NotesLoans then due. (5) 6. On each Repayment Quarterly Date, to the Debt Service Reserve DSR Account the amount (if any) necessary pursuant to fund the Debt Service Reserve Account so that the amount then on deposit in or credited Section 7.5 to the Debt Service Reserve Account equals extent the Debt Service Reserve DSR Requirement at such timehas not been satisfied. (6) 7. On each Repayment Quarterly Date, to any Mandatory Prepayment then due. 8. On each Quarterly Date, to the Operating Account for the payment retention of all O&M Costs then due and payable or to be due and payable prudent working capital reserves (as reasonably determined by Borrower) in the ensuing month with respect to any System that is not operating at least at [***] of its nameplate capacityRevenue Account. (7) 9. On each Repayment Date, to any mandatory prepayment of the Notes pursuant to Section 8.1.2 of the Note Purchase Agreement. (8) On any Repayment DateQuarterly Date or within 30 days thereafter, if the Distribution Conditions have been satisfied, to the account directed by the Company Borrower in the Account Withdrawal Request, free of the Liens of the Collateral Documents, and if the Distribution Conditions have not been satisfied, to the Distribution Suspense Account. If the calculations necessary to determine whether the Distribution Conditions have been satisfied cannot be performed until after the Quarterly Date, Borrower may so indicate on the Account Withdrawal Request and then, within 25 days after the Quarterly Date, submit a supplement to the Account Withdrawal Request indicating whether the Distribution Conditions have or have not been satisfied, whereupon the first sentence of this Waterfall Level (9) shall be effected. (db) O&M Costs payable at Waterfall Level (1) of Sections 3.3.2(b) and 3.3.2(c) shall not in any event exceed the amounts prescribed by Section 9.14(c) of the Note Purchase Agreement. The Company shall promptly pay all O&M Costs in excess of the foregoing limit from the Distribution Suspense Account5.13.