Prepayment Account. If the Borrower is required to make a mandatory prepayment of Eurodollar Rate Loans under this Section 2.05(b), the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Administrative Agent in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Administrative Agent) by and in the sole dominion and control of the Administrative Agent. Any amounts so deposited shall be held by the Administrative Agent as collateral for the prepayment of such Eurodollar Rate Loans and shall be applied to the prepayment of the applicable Eurodollar Rate Loans at the end of the current Interest Periods applicable thereto. At the request of the Borrower, amounts so deposited shall be invested by the Administrative Agent in Cash Equivalents maturing prior to the date or dates on which it is anticipated that such amounts will be applied to prepay such Eurodollar Rate Loans; any interest earned on such Cash Equivalents will be for the account of the Borrower and the Borrower will deposit with the Administrative Agent the amount of any loss on any such Cash Equivalents to the extent necessary in order that the amount of the prepayment to be made with the deposited amounts may not be reduced.
Prepayment Account. At the option of the applicable Borrower, amounts to be applied to prepay Eurocurrency Loans shall, if such prepayment would not occur on the last day of the relevant Interest Period, be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay the relevant Eurocurrency Loans on the last day of the respective Interest Periods therefor (or, at the direction of such Borrower, on any earlier date). For purposes of this Agreement, the term “Prepayment Account” shall mean an account established by a Borrower with the Administrative Agent. The Administrative Agent will, at the request of the applicable Borrower, invest amounts on deposit in its Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Loans to be prepaid, provided that (i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any applicable law or regulation, (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing and (iii) all amounts in such Prepayment Account shall be deemed Collateral for purposes hereof. The applicable Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurocurrency Loans on the last day of the applicable Interest Periods therefor is not less than the amount that would have been available had no investments been made. Other than any interest earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on such investments shall be deposited and reinvested and disbursed as described above. If the maturity of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent shall apply amounts on deposit in the Prepayment Accounts to prepay the applicable Eurocurrency Loans.
Prepayment Account. (a) In this Clause 9.6:
Prepayment Account. (a) Unless otherwise applied in prepayment of the Senior Facilities and/or the Bridge Facility or in payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity), the Borrower shall ensure that all Non-Core Asset Disposal Proceeds, other than (i) the Excluded Non-Core Asset Proceeds and, if applicable, (ii) an amount equal to the amount paid into the Bond Redemption Account in respect of the Non-Core Asset Disposal Proceeds to the extent permitted by Clause 7.11 (Bond Redemption Account), (or an equal amount) that are Required Disposal Proceeds are paid directly into (or as soon as practicable after receipt are transferred into) the Prepayment Account.
(b) Within five Business Days after the date (the “Receipt Date”) on which any such Non-Core Asset Disposal Proceeds have been received by any member of the Group (or have become Non-Core Asset Disposal Proceeds), the Borrower shall notify the Bridge Facility Agent of the Receipt Date, the amount in euro equal or equivalent to those proceeds and the proposed date of any prepayment of those Non-Core Asset Disposal Proceeds (the “Prepayment Date”) required pursuant to Clause 7.7(b) (which must be at least five Business Days after the date of that notice).
(c) No amount may be withdrawn or transferred from the Prepayment Account except:
(i) to make the prepayments required under Clause 11.13 (Application of prepayment) of the Senior Facilities Agreement or Clause 7.7(b);
(ii) to make any payment of dividends or other profit distributions to any minority interests in the Target (or, if applicable, the Phase Two Entity) permitted under the terms of this Agreement; or
(iii) with the prior consent of the Majority Lenders.
(d) The Borrower irrevocably authorizes the Senior Facility Agent and the Bridge Facility Agent to withdraw amounts credited to the Prepayment Account at the end of the corresponding Interest Periods (if any) (under the Senior Facilities or Bridge Facility as applicable) apply such amounts against cancellations and prepayments which are due under the Senior Facilities Agreement and/or this Agreement.
(e) Interest which has accrued on the Prepayment Account may be withdrawn by the Borrower in accordance with the mandate relating to the Prepayment Account.
Prepayment Account. (a) The Borrower shall ensure that all Proceeds (or an equal amount) including, for the avoidance of doubt Immediate Prepayment Proceeds (other than, subject to Clause 7.8(e), any proceeds paid into the Holding Account) are paid directly into (or as soon as practicable after receipt are transferred into) the Prepayment Account.
(b) Within five Business Days after the date (the "RECEIPT DATE") on which any such Proceeds have been received by any member of the Group (or have become Proceeds), the Company shall notify the Agent of the Receipt Date, the amount in euro of those Proceeds and the proposed date of prepayment of those Proceeds (the "PREPAYMENT DATE") (which must be at least five Business Days after the date of that notice or as otherwise agreed between the Borrower and the Agent only in respect of such Proceeds which relate to the disposals referred to in paragraph (m) of the definition of Permitted Disposal).
(c) No amount may be withdrawn or transferred from the Prepayment Account except:
(i) to make the prepayments required under Clause 7.10 (Application of Proceeds); or
(ii) with the prior consent of the Majority Lenders.
(d) The Borrower irrevocably authorises the Agent to withdraw amounts credited to the Prepayment Account and apply such amounts against cancellations and prepayments which are due under this Agreement in accordance with Clause 7.10 (Application of Proceeds).
(e) Interest which has accrued on the Prepayment Account may be withdrawn by the Borrower in accordance with the mandate relating to the Prepayment Account, provided that no such withdrawal may be made while an Event of Default is outstanding in respect of which notice has been served on the Borrower by the Agent.
Prepayment Account. If the Borrower is required to make a mandatory prepayment of Eurodollar Loans under Section 2.07(b)(ii), (iii) or (iv), the Borrower shall have the right, in lieu of making such prepayment in full, to deposit an amount equal to such mandatory prepayment with the Lender in a cash collateral account maintained (pursuant to documentation reasonably satisfactory to the Lender) by and in the sole dominion and control of the Lender. Any amounts so deposited shall be held by the Lender as collateral for the prepayment of such Eurodollar Loans and shall be applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto.
Prepayment Account. (a) Each Obligor shall ensure and procure that each of its Subsidiaries shall ensure that all Prepayment Proceeds (or an equal amount) are paid directly into (or as soon as practicable after receipt are transferred into) the Prepayment Account.
(b) Within five Business Days after the date (the “Prepayment Receipt Date”) on which any such Prepayment Proceeds have been received by any member of the Group (or have become Prepayment Proceeds), CNV shall notify the Agent of the Prepayment Receipt Date, the amount in US Dollars equal or equivalent to those Prepayment Proceeds and the proposed date of prepayment of those Prepayment Proceeds (the “Prepayment Date”) (which must be at least five Business Days after the date of that notice).
(c) No amount may be withdrawn or transferred from the Prepayment Account except:
(i) to make the prepayments required under Clause 9.11 (Application of Proceeds); or
(ii) with the prior consent of all the Lenders.
(d) CNV hereby irrevocably authorises the Agent to procure the withdrawal of amounts credited to the Prepayment Account and apply such amounts against cancellations and prepayments which are due under this Agreement in accordance with Clause 9.11 (Application of Proceeds).
Prepayment Account. (a) Each Borrower Entity shall cause to be deposited into the Prepayment Account 100% of the net proceeds of (A) any Debt incurred or issued by any Loan Party or any of its Subsidiaries after the Closing Date that is not otherwise permitted to be incurred pursuant to Section 6.3 of the Loan Agreement, and (B) any capital stock issued by any Loan Party or any of its Subsidiaries.
(b) At any time, upon receipt by the Depositary of an instruction from the Collateral Agent (countersigned by the Administrative Agent), the Depositary shall transfer funds in the Prepayment Account to the Administrative Agent (for the benefit and account of the Lenders), for application as a prepayment of Loans in accordance with Section 2.1(f) of the Loan Agreement.
Prepayment Account. Amounts which are required to be applied in prepayment of the Facility under paragraphs (ii), (iv), (vi) and (vii) above (subject to paragraph (viii) above) shall be paid into an offshore prepayment account of the Borrower opened with the Facility Agent secured in favour of the Security Agent (the “Offshore Mandatory Prepayment Account”) pending their application in accordance with such paragraph (which shall in any event be no later than the end of the then current Interest Period for the Loan), provided that if an Event of Default is continuing, all such amounts shall be applied towards mandatory prepayment of the Facility immediately.
Prepayment Account. The Trustee shall establish and maintain a special account within the Redemption Fund designated the “Prepayment Account.” The Trustee shall deposit in the Prepayment Account the proceeds of the prepayment of any Reassessment upon receipt thereof. Additionally, the Trustee shall deposit in the Prepayment Account amounts received from the County in connection with the County’s exercise of its rights to optionally redeem Bonds pursuant to Section 4.01(a). Amounts in the Prepayment Account shall be disbursed therefrom for the payment of the Redemption Price of Bonds redeemed pursuant to Section 4.01(a) or Section 4.01(b).
