Common use of Disbursements from the Revenue Account Clause in Contracts

Disbursements from the Revenue Account. (a) From and after the Commercial Operation Date, to cause withdrawal or transfer of amounts on deposit in the Revenue Account, Borrower shall submit to Lender a set of Account Withdrawal Documents at least 10 Business Days prior to the last Business Day of each calendar month. The applicable Account Withdrawal Request shall request Lender to direct Depositary to transfer or apply monies on deposit in the Revenue Account only to a proposed application of Project Revenues consistent with the terms hereof, which shall be subject to Lender’s prior written approval of the amounts and other details provided therein. After approving a set of Account Withdrawal Documents (or any revision thereof), Lender shall sign and deliver to Depositary such Account Withdrawal Documents 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) 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 payee, account or accounts (including the Checking Account) specified by Borrower in the applicable Account Withdrawal Request for the payment of all O&M Costs then due and payable and, with respect to amounts to be deposited into the Checking Account, reasonably anticipated to become due and payable prior to the next Monthly Date (as set forth in the then-current Annual Operating Budget or as otherwise approved or permitted hereunder). (2) On each Monthly Date, to the payment of all reimbursable amounts currently payable to Lender in connection with the Credit Documents. (3) On each day when such payments are due, to the payment of interest currently due on the Loans and on other amounts accruing interest under the Credit Documents. (4) On Repayment Dates, to repayment of scheduled principal amounts of the Loans as set forth on Exhibit I. (5) On Repayment Dates, to the DSR Account pursuant to Section 7.4. (6) On Repayment Dates, to the Liquidity Reserve Account pursuant to Section 7.5. (7) On Repayment Dates, to the payment of Mandatory Prepayments pursuant to Section 2.1.8(c)(i). (8) On the last Repayment Date of each calendar year, to Borrower, for distribution to its owners, free of the Liens of the Collateral Documents, the Tax Distribution Amount. (9) On Repayment Dates, to the payment of Mandatory Prepayments pursuant to Section 2.1.8(c)(ii). (10) On the date elected by Borrower under Section 2.1.8(b), to the payment of optional prepayments that Borrower elects to make as provided in Section 2.1.8(b); (11) On Repayment Dates, if and to the extent requested by Borrower, to the retention of prudent working capital reserves in the Revenue Account. (12) On Repayment Dates, to the Distribution Holding Account, the remaining amounts available in the Revenue Account. If the Distribution Conditions have been satisfied and Borrower has delivered, no later than 75 days after the last Repayment Date in a calendar year, an Account Withdrawal Request indicating that the Distribution Conditions have been satisfied, together with any calculations necessary to determine whether the Distribution Conditions have been met, Lender shall approve the transfer of funds on deposit in the Distribution Holding Account, as directed by Borrower, free of the Liens of the Collateral Documents. If the Distribution Conditions have not been satisfied, or Borrower has not delivered an Account Withdrawal Request and supporting calculations as required under this Waterfall Level, Lender shall direct that the amount in the Distribution Holding Account be deposited into the Distribution Suspense Account.

Disbursements from the Revenue Account. (a) From and after the Commercial Operation Date, to To cause withdrawal or transfer of amounts on deposit in the Revenue Account, Borrower shall submit to Lender Administrative Agent a set of Account Withdrawal Documents at least 10 [***] Business Days prior to the last Business Day of each calendar monthQuarterly Date. The applicable Account Withdrawal Request shall request Lender to direct Depositary to transfer or apply monies on deposit in require Administrative Agent’s countersignature evidencing Administrative Agent’s concurrence that the Revenue Account only to a proposed application of Project Revenues requested transfers are consistent with the terms hereof, which shall be subject to Lender’s prior written approval of the amounts and other details provided therein. After approving a set of Account Withdrawal Documents (or any revision thereofthereof as contemplated by Section 7.1), Lender Administrative Agent shall sign execute and deliver to the Collateral Agent and Depositary such the applicable Account Withdrawal Documents 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) 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 payee, account or accounts (including the Checking Account) specified by Borrower in the applicable Operating Account Withdrawal Request for the payment of all O&M Costs then due and payable or to be due and payable in the ensuing quarter, 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 amounts which the fuel cell power modules have not been replaced, subject in all events to be deposited into a maximum amount determined pursuant to Section 7.3.2(b), and (iii) Beginning on the Checking first Monthly Date following the Closing Date and on each Monthly Date thereafter, to the SGIP Proceeds Account, reasonably anticipated to become due and payable prior all cash proceeds received in respect of the Self Generation Incentive Program (as defined in the [***] Power Purchase Agreement) assigned to the next Monthly Date (as set forth in Borrower under the then-current Annual Operating Budget or as otherwise approved or permitted hereunder)[***] Power Purchase Agreement. (2) . On each Monthly Quarterly Date, to the payment of all reimbursable amounts currently payable to Lender Administrative Agent, Collateral Agent or Depositary in connection with the Credit Documents. (3) . On each day when such payments are dueQuarterly Date, to the payment of interest currently due on the Loans Loans, and on other amounts accruing interest under the Credit Documents, in each case currently payable. (4) . On Repayment Dateseach 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 scheduled the principal amounts of the Loans as set forth on Exhibit I.then due. (5) 6. On Repayment Dateseach Quarterly Date, to the DSR Account pursuant to Section 7.47.5 to the extent the DSR Requirement has not been satisfied. (6) 7. On Repayment Dateseach Quarterly Date, to any Mandatory Prepayment then due. 8. On each Quarterly Date, to the Liquidity Reserve Account pursuant to Section 7.5retention of prudent working capital reserves (as reasonably determined by Borrower) in the Revenue Account. (7) 9. On Repayment Dateseach Quarterly Date or within [***] days thereafter, if the Distribution Conditions have been satisfied, to the payment of Mandatory Prepayments pursuant to Section 2.1.8(c)(i). (8) On account directed by Borrower in the last Repayment Date of each calendar year, to Borrower, for distribution to its ownersAccount Withdrawal Request, free of the Liens of the Collateral Documents, and if the Tax Distribution Amount. (9) On Repayment Dates, to the payment of Mandatory Prepayments pursuant to Section 2.1.8(c)(ii). (10) On the date elected by Borrower under Section 2.1.8(b), to the payment of optional prepayments that Borrower elects to make as provided in Section 2.1.8(b); (11) On Repayment Dates, if and to the extent requested by Borrower, to the retention of prudent working capital reserves in the Revenue Account. (12) On Repayment DatesConditions have not been satisfied, to the Distribution Holding Account, the remaining amounts available in the Revenue Suspense Account. If the Distribution Conditions have been satisfied and Borrower has delivered, no later than 75 days after the last Repayment Date in a calendar year, an Account Withdrawal Request indicating that the Distribution Conditions have been satisfied, together with any calculations necessary to determine whether the Distribution Conditions have been metsatisfied cannot be performed until after the Quarterly Date, Lender shall approve Borrower may so indicate on the transfer of funds on deposit in Account Withdrawal Request and then, within [***] days after the Distribution Holding AccountQuarterly Date, as directed by Borrower, free of submit a supplement to the Liens of the Collateral Documents. If Account Withdrawal Request indicating whether the Distribution Conditions have or have not been satisfied, or Borrower has not delivered an Account Withdrawal Request and supporting calculations as required under whereupon the first sentence of this Waterfall Level, Lender Level (9) shall direct that be effected. (b) O&M Costs payable at Waterfall Level (1) shall not in any event exceed the amount in the Distribution Holding Account be deposited into the Distribution Suspense Accountamounts prescribed by Section 5.13.

Disbursements from the Revenue Account. (a) From and after To cause the Commercial Operation Date, to cause withdrawal or transfer of amounts on deposit in the Revenue Account, Borrower the Company shall submit to Lender Collateral Agent and each Holder a set of Account Withdrawal Documents at least 10 four Business Days prior to the last Business Day of each calendar month. The 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 Request shall request Lender to direct Depositary to transfer or apply monies on deposit in the Revenue Account only to a proposed application of Project Revenues consistent with the terms hereof, which shall be subject to Lender’s prior written approval of the amounts and other details provided therein. After approving a set of Account Withdrawal Documents (or any revision thereof), Lender shall sign Instructions and deliver to Depositary such Account Withdrawal Documents 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) Amounts 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 payee, account or accounts (including the Checking Account) specified by Borrower in the applicable Operating Account Withdrawal Request for the payment of all O&M Costs then due and payable and, with respect to amounts or to be deposited into the Checking Account, reasonably anticipated to become due and payable prior 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 next Monthly Date Operating Account for the payment of all reimbursable amounts currently payable to Collateral Agent or Depositary in connection with the Credit Documents. (as set forth 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 then-current Annual 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 Budget Account for the payment of all O&M Costs then due and payable or as otherwise approved or permitted hereunderto 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 [***] 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 Lender Collateral Agent or Depositary in connection with the Credit Documents. (3) On each day when such payments are dueRepayment Date, to the payment of interest currently due on the Loans Notes, and on other amounts accruing interest under the Credit Documents. (4) On each Repayment DatesDate, to the scheduled repayment of scheduled the principal amounts of the Loans as set forth on Exhibit I.Notes. (5) On each Repayment DatesDate, to the DSR Debt Service Reserve Account pursuant the amount (if any) necessary to Section 7.4fund 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 DatesDate, to the Liquidity Reserve Operating Account pursuant for the payment of all O&M Costs then due and payable or to Section 7.5be 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 DatesDate, to any mandatory prepayment of the payment of Mandatory Prepayments Notes pursuant to Section 2.1.8(c)(i)8.1.2 of the Note Purchase Agreement. (8) On any Repayment Date, if the last Repayment Date of each calendar yearDistribution Conditions have been satisfied, to Borrower, for distribution to its ownersthe account directed by the Company in the Account Withdrawal Request, free of the Liens of the Collateral Documents, the Tax Distribution Amount. (9) On Repayment Dates, to the payment of Mandatory Prepayments pursuant to Section 2.1.8(c)(ii). (10) On the date elected by Borrower under Section 2.1.8(b), to the payment of optional prepayments that Borrower elects to make as provided in Section 2.1.8(b); (11) On Repayment Dates, and if and to the extent requested by Borrower, to the retention of prudent working capital reserves in the Revenue Account. (12) On Repayment Dates, to the Distribution Holding Account, the remaining amounts available in the Revenue Account. If the Distribution Conditions have been satisfied and Borrower has delivered, no later than 75 days after the last Repayment Date in a calendar year, an Account Withdrawal Request indicating that the Distribution Conditions have been satisfied, together with any calculations necessary to determine whether the Distribution Conditions have been met, Lender shall approve the transfer of funds on deposit in the Distribution Holding Account, as directed by Borrower, free of the Liens of the Collateral Documents. If the Distribution Conditions have not been satisfied, or Borrower has not delivered an Account Withdrawal Request and supporting calculations as required under this Waterfall Level, Lender shall direct that the amount in the Distribution Holding Account be deposited into 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.