Common use of Mandatory Prepayment Accounts and Holding Accounts Clause in Contracts

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Proceeds in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacement, reinstatement, or repair of, or reinvestment in, assets are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company and each Borrower irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied in replacement, reinstatement or repair of, or reinvestment in, assets within six Months of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellations) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Parent shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Insurance Proceeds in respect of which the Company Parent has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, which represent Excluded Insurance Proceeds and/or Excluded Acquisition Disposal Proceeds which are to be applied for the specific purpose with the specific periods (as set out in replacement, reinstatement, or repair of, or reinvestment in, assets the definitions of Excluded Insurance Proceeds and/or Excluded Disposal Proceeds) are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company Parent has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company Parent and each Borrower irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied within any applicable periods detailed in replacement, reinstatement or repair of, or reinvestment in, assets within six Months the definitions of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree)Excluded Insurance Proceeds and/or Excluded Disposal Proceeds, to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company Parent and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months the periods detailed in the definitions of Excluded Insurance Proceeds and/or Excluded Disposal Proceeds have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company Parent and each Borrower also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent Trustee or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Parent shall ensure that: (i) Disposal Proceedssubject to sub-paragraph (ii) below, Insurance Proceeds and Acquisition Proceeds the proceeds of any Permitted Disposal in respect of which the Company Parent has made an election under paragraph (db) of Clause 8.3 8.2 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to which should in the interests of the business of the Eurotunnel Group or in compliance with the insurer's requirements be applied in replacement, reinstatementreinstatement or repair of assets for, or repair of, or for reinvestment in, assets the Eurotunnel Group's business are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and; (iii) an amount equal proceeds from any Permitted Disposal which should in the interests of the business of the Eurotunnel Group be applied in replacement of assets for, or to any Excess Cashflow in respect of which reinvestment in, the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is Eurotunnel Group's business are paid into a Mandatory Prepayment Holding Account promptly as soon as reasonably practicable after such electionreceipt by a member of the Group. (b) The Company Parent and each Borrower irrevocably authorise the Facility Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; andSpecial Capex Reserve Account pursuant to paragraph (a)(ii) of Clause 8.2 (Application of mandatory prepayments); (ii) amounts credited to the Mandatory Prepayment Account pursuant to paragraph (a)(i); and (iii) amounts credited to the Holding Account pursuant to paragraph (a)(ii) and (iii) above which have not been applied in replacement, reinstatement or repair ofof assets for, or to reinvestment in, assets the Group's business within six Months 12 months of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 8.2 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Each Borrower further irrevocably authorise the Facility Agent to so apply amounts credited to the Holding Account or the Special Capex Reserve Account (as the case may be) whether or not six months any relevant period have elapsed since receipt of those proceeds if a an Event of Default has occurred and is continuing. The Company Parent and each Borrower also irrevocably authorise the Facility Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a an Event of Default has occurredoccurred and is continuing) be transferred back to the Holding Account). (c) A Lender, The Borrower Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held Trustee acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a an Event of Default is continuing and (ii) each such account is subject to the Transaction Security. (d) Any member of the Group that is the holder of a relevant Holding Account shall be authorised to withdraw funds from such account where such funds were deposited into such account pursuant to paragraph (a)(ii) and (a)(iii) of this Clause 8.3 for the purposes of applying such funds in replacement or reinstatement or repair of assets for, or to reinvestment in, the Eurotunnel Group's business. (e) Save as otherwise permitted in this Clause 8.3: (i) no withdrawals may be made from a Mandatory Prepayment Account or Special Capex Reserve Account by a member of the Group; and (ii) no withdrawals may be made from a Holding Account by a member of the Group without the prior written consent of the Majority Lenders.

Mandatory Prepayment Accounts and Holding Accounts. (a) 8.4.1 The Company Obligors’ Agent shall ensure that: (ia) Disposal Proceeds, Insurance Proceeds, Acquisition Proceeds and Acquisition Proceeds any Target Distribution in respect of which the Company Obligors’ Agent has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;; and (iib) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacementreplacement of assets, reinstatement, or repair of, or reinvestment in, assets Excluded Insurance Proceeds and Excluded Acquisition Proceeds are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) 8.4.2 The Company and each Borrower irrevocably authorise authorises the Agent to apply: (ia) amounts credited to the Mandatory Prepayment Account; and (iib) amounts credited to the Holding Account which have not been duly applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated within six Months 180 days of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise authorises the Agent to so apply amounts credited to the Holding Account in respect of Excluded Disposal Proceeds to be applied in replacement of assets, Excluded Insurance Proceeds and Excluded Acquisition Proceeds whether or not six months 180 days have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise authorises the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) Clause 8.4.2 to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) 8.4.3 A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i1) interest shall accrue at normal commercial rates offered by such Lender, Security Agent or Agent in Europe on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing, and (ii2) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Proceeds any amounts in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations3(d) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;Relevant Obligor; and (ii) any amounts of Excluded Disposal Proceeds, Proceeds or Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied applied, in accordance with the definition thereof, in replacement, reinstatementreinstatement or repair of assets (or reimbursement of payments made by the Company or other Relevant Obligor in respect thereof) or to satisfy (or make reimbursement in respect of) liabilities, charges or claims, or repair of, or reinvestment in, assets are otherwise to be held pending application for any other purpose are promptly paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such electionRelevant Obligor. (b) The Company and each Borrower Relevant Obligors irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated by sub-paragraph (a)(ii) within six Months 180 days of receipt of the relevant proceeds (or such longer time period as may be contemplated by the Majority Lenders provisions of the definitions referred to therein or as the Agent may otherwise agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellations) paragraph 3 and otherwise under the Finance Documents. The Company and each Borrower Relevant Obligors further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months 180 days or such other time period have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower Relevant Obligors also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, The Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Obligors' Agent shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Claim Proceeds in respect of which the Company Obligors' Agent has made an election under paragraph (de) of Clause 8.3 12.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacementreplacement of assets, reinstatement, or repair of, or reinvestment in, assets Excluded Insurance Proceeds and Excluded Acquisition Claims are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company Obligors' Agent has made an election under paragraph (de) of Clause 8.3 12.3 (Application of mandatory prepayments and cancellationsprepayments) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company Obligors' Agent and each Borrower irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been duly applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated within six Months 180 days of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 12.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company Obligors' Agent and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months 180 days have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company Obligors' Agent and each Borrower also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing, and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Unless otherwise agreed or notified by the Lender, the Parent shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Insurance Proceeds in respect of which the Company Parent has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;; and (ii) any amounts of Excluded Disposal Proceeds, Proceeds and Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds which are to be applied for a purpose set out in replacementor specified in relation to the definitions thereof, reinstatement, or repair of, or reinvestment in, assets are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company Parent and each Borrower irrevocably authorise the Agent Lender to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied for the purpose notified by the Parent and set out in replacement, reinstatement or repair of, specified in relation to the relevant definition of Excluded Disposal Proceeds or reinvestment in, assets Excluded Insurance Proceeds within six Months 30 days of receipt of the relevant proceeds (or such longer time other period as may be approved or notified by the Majority Lenders may agreeLender), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company Parent and each Borrower further irrevocably authorise the Agent Lender to so apply amounts credited to the Holding Account whether or not six months have such period has elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company Parent and each Borrower also irrevocably authorise the Agent Lender to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held The Lender acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts the Mandatory Prepayment Account and the Holding Account and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Insurance Proceeds in respect of which the Company has made an election under paragraph (d) of Clause 8.3 8.4 (Application of mandatory prepayments and cancellations) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Insurance Proceeds to be applied in replacement, reinstatement, or repair of, or reinvestment in, assets are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 8.4 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company and each Borrower irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied in replacement, reinstatement or repair of, or reinvestment in, assets within six Months of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 8.4 (Application of mandatory prepayments and cancellations) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise the Agent (acting on the instructions of the Majority Lenders) to so apply amounts credited to the Holding Account whether or not six months have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise the Agent (acting on the instructions of the Majority Lenders) to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that that: (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing; and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Borrower shall ensure that: (i) any Disposal Proceeds, Insurance Proceeds, Acquisition Proceeds and Acquisition Proceeds Target Distributions in respect of which the Company Borrower has made an election under paragraph (d) of Clause clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;; and (ii) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacementreplacement of assets, reinstatement, or repair of, or reinvestment in, assets Excluded Insurance Proceeds and Excluded Acquisition Proceeds are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company and each Borrower irrevocably authorise authorises the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been duly applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated within six Months 180 days of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise authorises the Agent to so apply amounts credited to the Holding Account in respect of Excluded Disposal Proceeds to be applied in replacement of assets whether or not six months 180 days have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise authorises the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (bclause 8.4(a)(ii) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurredis continuing) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i1) interest shall accrue at normal commercial rates offered by such Lender, Security Agent or Agent in Europe on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing, and (ii2) each such account is subject to the Transaction Security. (d) If the Borrower is not required to apply 100 per cent. of a Target Distribution in prepayment of the Facility under clause 8.2(b)(iv) (Disposal, Insurance, Acquisition Proceeds and Target Distributions) and does not apply the money towards prepayment in accordance with clause 8.3(d) (Application of mandatory prepayments) then unless a Default is continuing the Borrower may withdraw such money from the Holding Account and apply such monies at its discretion.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Ultimate Parent shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Insurance Proceeds in respect of which the Company Ultimate Parent has made an election under paragraph (dc) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of all Excluded Disposal Proceeds, Proceeds or Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds which are to be applied towards a specific purpose (as set out in replacement, reinstatement, or repair of, or reinvestment in, assets the relevant definition) are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company Ultimate Parent and each Borrower irrevocably authorise the Agent Lender to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied reinvested in replacement, reinstatement or repair of, or reinvestment in, assets required for the business of the Group within six Months 6 months of receipt of the relevant proceeds (or such longer time period as the Majority Lenders Lender may agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company Ultimate Parent and each Borrower further irrevocably authorise the Agent Lender to so apply amounts credited to the Holding Account whether or not six 6 months have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company Ultimate Parent and each Borrower also irrevocably authorise the Agent Lender to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held The Lender acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) 8.4.1 The Company Borrower shall ensure that: (ia) any Disposal Proceeds, Insurance Proceeds, Acquisition Proceeds and Acquisition Proceeds Target Distributions in respect of which the Company Borrower has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;; and (iib) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacementreplacement of assets, reinstatement, or repair of, or reinvestment in, assets Excluded Insurance Proceeds and Excluded Acquisition Proceeds are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) 8.4.2 The Company and each Borrower irrevocably authorise authorises the Agent to apply: (ia) amounts credited to the Mandatory Prepayment Account; and (iib) amounts credited to the Holding Account which have not been duly applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated within six Months 180 days of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise authorises the Agent to so apply amounts credited to the Holding Account in respect of Excluded Disposal Proceeds to be applied in replacement of assets whether or not six months 180 days have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise authorises the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) Clause 8.4.2 to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurredis continuing) be transferred back to the Holding Account). (c) 8.4.3 A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i1) interest shall accrue at normal commercial rates offered by such Lender, Security Agent or Agent in Europe on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing, and (ii2) each such account is subject to the Transaction Security. 8.4.4 If the Borrower is not required to apply 100% of a Target Distribution in prepayment of the Facility under Clause 8.2.2(d)(ii) (Disposal, Insurance, Acquisition Proceeds and Target Distributions) and does not apply the money towards prepayment in accordance with Clause 8.3.4 (Application of mandatory prepayments) then unless a Default is continuing the Borrower may withdraw such money from the Holding Account and apply such monies at its discretion.

Mandatory Prepayment Accounts and Holding Accounts. (a) 8.4.1 The Company Obligors’ Agent shall ensure that: (ia) Disposal Proceeds, Insurance Proceeds and Acquisition Insurance Proceeds in respect of which the Company Obligors’ Agent has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;; and (iib) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacementreplacement of assets, reinstatement, or repair of, or reinvestment in, assets and Excluded Insurance Proceeds are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) 8.4.2 The Company Parent and each Borrower irrevocably authorise the Agent to apply: (ia) amounts credited to the Mandatory Prepayment Account; and (iib) amounts credited to the Holding Account which have not been duly applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated within six Months 180 days of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company Parent and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Holding Account in respect of Excluded Disposal Proceeds to be applied in replacement of assets and Excluded Insurance Proceeds whether or not six months 180 days have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company Parent and each Borrower also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) Clause 8.4.2 to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) 8.4.3 A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i1) interest shall accrue at normal commercial rates offered by such Lender, Security Agent or Agent in Europe on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing, and (ii2) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Proceeds in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacement, reinstatement, or repair of, or reinvestment in, assets are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations3(d) is paid into a Mandatory Prepayment Account promptly after such election; (ii) any other amounts in respect of which the Company has made an election under paragraph 3(d) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by an Obligor; and (iii) any Excluded Claim Proceeds, Excluded Disposal Proceeds, Excluded Eminent Domain Proceeds, Excluded Insurance Proceeds or Excluded Termination Proceeds to be applied, in accordance with the definition thereof, in replacement, reinstatement or repair of assets or to satisfy (or make reimbursement in respect of) liabilities, charges or claims, or are otherwise to be held pending application for any other purpose are promptly paid into a Holding Account after receipt by an Obligor. (b) The Company and each Borrower Obligors irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated by sub-paragraph (a)(iii) within six Months 90 days of receipt of the relevant proceeds (or such longer time period as may be contemplated by the Majority Lenders provisions of the definitions referred to therein or as the Agent may otherwise agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellations) paragraph 3 and otherwise under the Finance Documents. The Company and each Borrower Obligors further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months 90 days or such other time period have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower Obligors also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, The Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) 8.4.1 The Company Obligors’ Agent shall ensure that: (ia) Disposal Proceeds, Insurance Proceeds, Acquisition Proceeds and Acquisition Proceeds any Target Distribution in respect of which the Company Obligors’ Agent has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group;; and (iib) any amounts of Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacementreplacement of assets, reinstatement, or repair of, or reinvestment in, assets Excluded Insurance Proceeds and Excluded Acquisition Proceeds are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (d) of Clause 8.3 (Application of mandatory prepayments and cancellations) is paid into a Mandatory Prepayment Account promptly after such election. (b) 8.4.2 The Company and each Borrower irrevocably authorise authorises the Agent to apply: (ia) amounts credited to the Mandatory Prepayment Account; and (iib) amounts credited to the Holding Account which have not been duly applied in replacement, reinstatement or repair of, or reinvestment in, assets as contemplated within six Months 180 days of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise authorises the Agent to so apply amounts credited to the Holding Account in respect of Excluded Disposal Proceeds to be applied in replacement of assets, Excluded Insurance Proceeds and Excluded Acquisition Proceeds whether or not six months 180 days have elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise authorises the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) Clause 8.4.2 to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) 8.4.3 A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i1) interest shall accrue at normal commercial rates offered by such Lender, Security Agent or Agent in Europe on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing continuing, and (ii2) each such account is subject to the Transaction Security. 8.4.4 If the Borrower is not required to apply 100% of a Target Distribution in prepayment of the Facility under Clause 8.2.2 (Disposal, Insurance, Acquisition Proceeds and Target Distributions) and does not apply the money towards prepayment in accordance with Clause 8.3.4 (Application of mandatory prepayments) then the Borrower may withdraw such money from the Holding Account unless a Default has occurred and apply such monies at its discretion.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Original Borrower shall ensure that: (i) Disposal Proceeds, Insurance Proceeds, Acquisition Proceeds, Equity Proceeds and Acquisition Debt Proceeds in respect of which the Company Parent has made an election under paragraph (dc) of Clause 8.3 12.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after promptly upon receipt by a member of the BST Group; (ii) any amounts of Excluded Disposal Proceeds, Excluded Acquisition Proceeds and Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacement, reinstatement, or repair of, or reinvestment in, assets are paid into a Holding Account as soon as reasonably practicable after promptly upon receipt by a member of the BST Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company Parent has made an election under paragraph (dc) of Clause 8.3 12.3 (Application of mandatory prepayments and cancellationsprepayments) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company and each Borrower Each Obligor irrevocably authorise authorises the Priority Agent until such time as there are no Priority Commitments outstanding whereupon the Second Lien Agent shall be irrevocably authorised to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied in replacementthat cease to be Excluded Disposal Proceeds, reinstatement Excluded Acquisition Proceeds or repair of, or reinvestment in, assets within six Months of receipt of the relevant proceeds (or such longer time period as the Majority Lenders may agree)Excluded Insurance Proceeds, to pay amounts due and payable under Clause 8.3 12.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Borrower Obligors further irrevocably authorise the Priority Agent until such time as there are no Priority Commitments outstanding whereupon the Second Lien Agent shall be irrevocably authorised to so apply amounts credited to the Holding Account whether or not six months have elapsed since receipt of those such proceeds cease to be Excluded Disposal Proceeds, Excluded Acquisition Proceeds or Excluded Insurance Proceeds if a Default has occurred and is continuing. The Company and each Borrower Obligors also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts Accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account Account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company shall ensure that: (i) Disposal Proceeds, Insurance Proceeds, Acquisition Proceeds, New Shareholder Funding Proceeds and Acquisition Proceeds the proceeds of any Purchase Price Reduction in respect of which the Company has made an election under paragraph (de) of Clause 8.3 9.3 (Application of mandatory prepayments and cancellationsprepayments) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts Excluded Acquisition Proceeds and any proceeds as described in paragraph (i) of the definition of “Excluded Insurance Proceeds” or paragraph (iii) of the definition of “Excluded Disposal Proceeds, Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacement, reinstatement, or repair of, or reinvestment in, assets ” are paid into a Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow in respect of which the Company has made an election under paragraph (de) of Clause 8.3 9.3 (Application of mandatory prepayments and cancellationsprepayments) is paid into a Mandatory Prepayment Account promptly after such election. (b) The Company and each Borrower irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment Account; and (ii) amounts credited to the Holding Account which have not been applied for the relevant purpose specified in replacementthe relevant definition of “Excluded Acquisition Proceeds”, reinstatement “Excluded Insurance Proceeds” or repair of, or reinvestment in, assets “Excluded Disposal Proceeds” within six Months the specified time period of receipt of the relevant proceeds (or such longer time period as the Majority Lenders Agent may agree), to pay amounts due and payable under Clause 8.3 9.3 (Application of mandatory prepayments and cancellationsprepayments) and otherwise under the Finance Documents. The Company and each Borrower further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months have the specified time period has elapsed since receipt of those proceeds if a Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and (ii) each such account is subject to the Transaction Security.

Mandatory Prepayment Accounts and Holding Accounts. (a) The Company Parent shall ensure that: (i) Disposal Proceeds, Insurance Proceeds and Acquisition Insurance Proceeds in respect of which the Company Parent has made an election under paragraph clause 8.3(c) (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsApplication) are paid into a Mandatory Prepayment Account as soon as reasonably practicable after receipt by a member of the Group; (ii) any amounts of Excluded Disposal Proceeds, Proceeds and Excluded Insurance Proceeds and/or Excluded Acquisition Proceeds to be applied in replacement, reinstatement, or repair of, or reinvestment in, assets are paid into a the Holding Account as soon as reasonably practicable after receipt by a member of the Group; and (iii) an amount equal to any Excess Cashflow Cash in respect of which the Company Parent has made an election under paragraph clause 8.3(c) (d) of Clause 8.3 (Application of mandatory prepayments and cancellationsApplication) is paid into a Mandatory Prepayment Account promptly as soon as reasonably practicable after such election. (b) The Company Parent and each Borrower other member of the Group irrevocably authorise the Agent to apply: (i) amounts credited to the Mandatory Prepayment AccountAccount to pay amounts due and payable under clause 8.3 (Application) and otherwise under the Finance Documents; and (ii) amounts credited to the Holding Account which have not been applied within the time period and for the purpose, specified in replacementeach relevant definition of Excluded Report Proceeds, reinstatement or repair of, or reinvestment in, assets within six Months of receipt of the relevant proceeds Excluded Disposal Proceeds and Excluded Insurance Proceeds (or such longer time period as the Majority Lenders may agree) in prepayment of the Utilisations in the order set out in clause 8.3(a) (Application), to pay amounts due and payable under Clause 8.3 (Application of mandatory prepayments and cancellations) and otherwise under the Finance Documents. The Company Parent and each Borrower other member of the Group further irrevocably authorise the Agent to so apply amounts credited to the Holding Account whether or not six months have the relevant applicable time period has elapsed since receipt of those proceeds if a an Event of Default has occurred and is continuing. The Company and each Borrower also irrevocably authorise the Agent to transfer any amounts credited to the Holding Account referred to in this paragraph (b) to the Mandatory Prepayment Account pending payment of amounts due and payable under the Finance Documents (but if all such amounts have been paid any such amounts remaining credited to the Mandatory Prepayment Account may (unless a Default has occurred) be transferred back to the Holding Account). (c) A Lender, Security Agent Trustee or Agent with which a Mandatory Prepayment Account or Holding Account is held acknowledges and agrees that that: (i) interest shall accrue at normal commercial rates on amounts credited to those accounts and and, unless a Default is continuing, that the account holder shall be entitled to receive such interest (which shall be paid in accordance with the mandate relating to such account) unless a Default is continuing and ); and (ii) each such account is subject to the Transaction Security. (d) Subject to clause 8.4(b), where Excluded Report Proceeds, Excluded Disposal Proceeds and Excluded Insurance Proceeds are to be utilised for the purpose, and within the time period, specified in each relevant definition, the Parent shall request that the Agent at such time releases from the Holding Account the relevant proceeds.