Common use of Prepayment Account Clause in Contracts

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. At the option of the applicable Borrower(a) The Borrower shall deposit, amounts or cause 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 (orAccount, 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 Conversion Payoff, as required to make any investment thatbe deposited therein pursuant to Section 4.1(c), 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 regulationClause Third, (ii) Excess Cash Flow, as required to be deposited therein pursuant to Section 4.1(c), Clause Ninth, (iii) any proceeds from (A) Borrower’s voluntary disposition of any energy server or Project, (B) refund claims received by the Administrative Agent Borrower pursuant to Sections 5.4(c) and 5.7(b) of the PUMA (other than amounts reserved for payment to the Offtakers in accordance with the provisions of the applicable ESA) and (C) any payment of Termination Value or Early Termination Fee, which the Borrower may receive upon the occurrence of a Customer Default or Host Default, as applicable, under each ESA (as defined therein), (iv) amounts in the Distribution Suspense Account, as required to be deposited therein pursuant to Section 4.5(d), (v) Loss Proceeds, as required to be deposited therein pursuant to Section 4.6(d) and (vi) Net Disposition Proceeds, as required to be deposited therein pursuant to Section 4.7(b). (b) The Collateral Agent, pursuant to a Prepayment Account Withdrawal Certificate delivered by the Borrower, shall have no obligation instruct the Depositary Bank to invest amounts transfer funds on deposit in the Prepayment Account if a Default or Event in the manner and to the extent set forth in Section 2.13 of Default the Credit Agreement. Notwithstanding anything herein to the contrary, the Depositary Bank shall have occurred and be continuing and (iii) all permitted to apply any amounts in any Account to the prepayment of the Loans as permitted by and in accordance with Section 2.13 of the Credit Agreement even if the Borrower has not submitted the applicable certificate or notification for such Prepayment Account prepayment required under this Agreement; provided that, if the Borrower has not submitted such applicable certificate or notification, the Depositary Bank shall be deemed act at the direction of the Collateral for purposes hereof. The applicable Borrower shall indemnify Agent (acting at the direction of the Administrative Agent for any losses relating to acting at the investments so that the amount available to prepay Eurocurrency Loans on the last day direction 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 LoansRequired Lenders).

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, regulation and (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 hereofcontinuing. 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. At If Clause 13.6 (Pro-rata Requirement), Clause 14.1 (Excess Cash Flow) or Clause 14.2 (Asset Disposals and Insurance Proceeds) would require the option Parent to procure the prepayment of any Advance otherwise than at the applicable Borrowerend of an Interest Period or Term, amounts the Parent can elect (by written notice to the Facility Agent to be applied received no later than one Business Day prior to prepay Eurocurrency Loans shallthe date on which the prepayment obligation would, if but for this Clause 14.5, arise) to credit such prepayment would not occur on the last day of the relevant Interest Period, be deposited in amount to the Prepayment Account (as defined below)on the date on which the prepayment obligation but for this Clause 14.5 would arise and to prepay the Term Advance and/or Revolving Advance at the first occurring end of an Interest Period relative to the Term Advance to be repaid or date on which a Revolving Advance matures. The Administrative Agent shall apply Following any cash deposited in such election and provided the required payment is made to the Prepayment Account Account, the obligation to prepay the relevant Eurocurrency Loans on Term Advance and/or Revolving Advance will not arise until the last day first occurring end of the respective an 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 Period relative to the last day Term Advance to be repaid or date on which a Revolving Advance matures (and for the avoidance of doubt interest shall continue to accrue on such Advances until the end of the applicable Interest Periods Period or Term). The Obligors' Agent on behalf of the Eurocurrency Loans Parent and the other Obligors hereby authorises the Facility Agent to withdraw monies from the Prepayment Account and apply such monies against prepayments which are due to be prepaidmade hereunder, or upon the occurrence of an Event of Default in respect of which a notice has been given pursuant to Clause 24.19 (Acceleration and Cancellation) against amounts due and payable under the Finance Documents. Following the satisfaction of the obligations pursuant to this Clause 14.5 with respect to any deposit made to the Prepayment Account, any interest accrued on such deposit shall be paid to the Obligors' Agent, provided that (i) the Administrative Agent at such time no Event of Default has occurred and is continuing in which case such interest shall not be required paid to make any investment that, in its sole judgment, would require or cause the Administrative Obligors' Agent but the Obligors' Agent may direct the Facility Agent to be in, or would result apply such interest in any, violation satisfaction of any applicable law or regulation, (ii) the Administrative Agent shall have no obligation to invest amounts on deposit interest which has accrued 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 relation 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 Loansoutstanding Advances.

Prepayment Account. At the option There is hereby created and established a special, segregated and irrevocable account of the applicable BorrowerBorrower entitled the “[***]” for the benefit of WILMINGTON TRUST, amounts NATIONAL ASSOCIATION as Collateral Agent (the “Prepayment Account”) to be applied to prepay Eurocurrency Loans shallmaintained with the Depositary Bank, having account number [***]. No payments shall be made out of such account except for the purposes and on the terms herein stated. Neither the Collateral Agent nor the Depositary Bank shall change the name or account number of or, except as expressly set forth herein, close any of the foregoing Accounts without the prior written consent of the Administrative Agent and the Borrower; provided that if such prepayment would not occur on the last day change to any Account is required due to internal operational requirements of the relevant Interest PeriodDepositary Bank or Collateral Agent, such consents shall be deposited assumed if the Depositary Bank or Collateral Agent provides written notice of such change no less than ten (10) Business Days prior to such change. Certain additional Sub-Accounts within the Accounts may be established and created by the Depositary Bank, upon its receipt of written notice from the Administrative Agent from time to time in accordance with this Agreement (and the Prepayment Account (as defined below). The Administrative Agent shall apply give notice to the Borrower promptly after the creation thereof). Except for the Accounts and Sub-Accounts under this Agreement, the Borrower shall not open or maintain or cause to be opened or maintained with any cash deposited bank or other financial institution any deposit, savings or other account during the term of this Agreement; provided, however that the Borrower may open and maintain the Local Account, subject to the limitations set forth herein and in other Financing Documents. The Borrower shall at all times maintain, or cause to be maintained, in trust for the Prepayment Account to prepay the relevant Eurocurrency Loans on the last day benefit of the respective Interest Periods therefor Collateral Agent on behalf of the Secured Parties, the Accounts with the Depositary Bank. In the event that, in accordance with this Agreement, the Depositary Bank is required to segregate certain monies in an Account from any other amounts on deposit in such Account pending transfer or withdrawal in accordance with this Agreement, the Depositary Bank shall either (ori) hold such monies in such Account for use solely for such transfer or withdrawal, or (ii) if requested in a written notice to the Depositary Bank by the Collateral Agent (acting 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 create a separate Sub-Account in Cash Equivalents that mature prior such Account for such purpose (and the Collateral Agent shall give notice to the last day of Borrower promptly after 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 Loanscreation thereof).

Prepayment Account. At All amounts required to be deposited by the option Borrower as cash collateral pursuant to Section 2.09(b)(viii) 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, Credit Agreement shall be deposited in a Securities Account (the “Prepayment Account”) established and maintained by the Borrower at the offices of the Collateral Agent or such other bank or other financial institution as the Borrower and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Prepayment Account (as defined below)is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an account control agreement with respect to such Prepayment Account duly executed by the Borrower and the Securities Intermediary maintaining such Prepayment Account. The Administrative Agent Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any interest or capital gains on Liquid Investments, shall apply any cash deposited remain, or be deposited, in the Prepayment Account Account. All cash amounts on deposit from time to prepay time in the relevant Eurocurrency Prepayment Account, together with any Liquid Investments from time to time deposited in or credited to the Prepayment Account, shall be under the sole dominion and control of the Collateral Agent for the ratable benefit of the holders from time to time of the Senior Credit Obligations and shall constitute part of the Collateral hereunder and shall not constitute payment of the Credit Obligations until applied thereto as hereinafter provided. The Collateral Agent shall from time to time pay to the Administrative Agent for application to repayment of the 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 Class as required by a Borrower with the Administrative Agent. The Administrative Agent will, at the request Section 2.09(b)(viii) 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 Credit Agreement those amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and which are required to 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 applied 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 repayment of the Loans has been accelerated pursuant to Article VIII, of such Class in accordance with Section 2.09(b)(viii) of the Administrative Agent shall apply amounts Credit Agreement. If immediately available cash on deposit in the Prepayment Accounts Account is not sufficient to prepay make any distribution referred to in this Section 2.08, the applicable Eurocurrency Loans.Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Prepayment Account designated by the Borrower as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.08, such distribution shall not be made until such liquidation has taken place

Prepayment Account. At All amounts required to be deposited by the option Borrower as cash collateral pursuant to Section 2.03, Section 2.05 and Section 8.02(iii) of the applicable Borrower, amounts to be applied to prepay Eurocurrency Loans shall, if such prepayment would not occur on the last day Credit Agreement or any similar provision of the relevant Interest Period, any Loan Document shall be deposited in a Securities Account (the “Prepayment Account”) established and maintained by the Borrower at the offices of the Collateral Agent or such other bank or other financial institution as the Borrower and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Prepayment Account (as defined below)is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Prepayment Account duly executed by the Borrower and the Securities Intermediary maintaining such Prepayment Account. The Administrative Agent Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any interest or capital gains on Liquid Investments, shall apply any cash deposited remain, or be deposited, in the Prepayment Account Account. All right, title and interest in and to prepay the relevant Eurocurrency cash amounts on deposit from time to time in the Prepayment Account, together with any Liquid Investments from time to time deposited in or credited to the Prepayment Account, shall vest in and be under the sole dominion and control of the Collateral Agent for the ratable benefit of the holders from time to time of the Finance Obligations, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall from time to time pay to the Administrative Agent for application to repayment of the 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 Class as required by a Borrower with the Administrative Agent. The Administrative Agent will, at the request Section 2.05 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 Credit Agreement those amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and which are required to 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 applied 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 repayment of the Loans has been accelerated pursuant to Article VIII, of such Class in accordance with Section 2.05 of the Administrative Agent shall apply amounts Credit Agreement. If immediately available cash on deposit in the Prepayment Accounts Account is not sufficient to prepay make any distribution referred to in this Section 2.07, the applicable Eurocurrency LoansCollateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Prepayment Account designated by the Borrower as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.07, such distribution shall not be made until such liquidation has taken place.

Prepayment Account. At All amounts required to be deposited by the option Borrower as cash collateral pursuant to Section 2.09(b)(ix) 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, Credit Agreement shall be deposited in a Securities Account (the “Prepayment Account”) established and maintained by the Borrower at the offices of the Senior Collateral Agent or such other bank or other financial institution as the Borrower and the Senior Collateral Agent may agree, in the name and under the exclusive control of the Senior Collateral Agent. If the Prepayment Account (as defined below)is not maintained at an office of the Senior Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Senior Collateral Agent of the location, account name and account number of such account and shall deliver to the Senior Collateral Agent an Account Control Agreement with respect to such Prepayment Account duly executed by the Borrower and the Securities Intermediary maintaining such Prepayment Account. The Administrative Agent Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any interest or capital gains on Liquid Investments, shall apply any cash deposited remain, or be deposited, in the Prepayment Account Account. All cash amounts on deposit from time to prepay time in the relevant Eurocurrency Prepayment Account, together with any Liquid Investments from time to time deposited in or credited to the Prepayment Account, shall be under the sole dominion and control of the Senior Collateral Agent for the ratable benefit of the holders from time to time of the Senior Credit Obligations and shall constitute part of the Collateral hereunder and shall not constitute payment of the Credit Obligations until applied thereto as hereinafter provided. The Senior Collateral Agent shall from time to time pay to the Administrative Agent for application to repayment of the 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 Class as required by a Borrower with the Administrative Agent. The Administrative Agent will, at the request Section 2.09(b)(ix) 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 Credit Agreement those amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and which are required to 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 applied 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 repayment of the Loans has been accelerated pursuant to Article VIII, the Administrative Agent shall apply amounts on deposit of such Class in the Prepayment Accounts to prepay the applicable Eurocurrency Loans.accordance with

Prepayment Account. At the option There is hereby created and established a special, segregated and irrevocable account of the applicable Borrower, amounts Borrower entitled the “[***]” for the benefit of [***] as Collateral Agent (the “Prepayment Account”) to be applied to prepay Eurocurrency Loans shallmaintained with the Depositary Bank, having account number [***]. No payments shall be made out of such account except for the purposes and on the terms herein stated. Neither the Collateral Agent nor the Depositary Bank shall change the name or account number of or, except as expressly set forth herein, close any of the foregoing Accounts without the prior written consent of the Administrative Agent and the Borrower; provided that if such prepayment would not occur on the last day change to any Account is required due to internal operational requirements of the relevant Interest PeriodDepositary Bank or Collateral Agent, such consents shall be deposited assumed if the Depositary Bank or Collateral Agent provides written notice of such change no less than ten (10) Business Days prior to such change. Certain additional Sub-Accounts within the Accounts may be established and created by the Depositary Bank, upon its receipt of written notice from the Administrative Agent from time to time in accordance with this Agreement (and the Prepayment Account (as defined below). The Administrative Agent shall apply give notice to the Borrower promptly after the creation thereof). Except for the Accounts and Sub-Accounts under this Agreement, the Borrower shall not open or maintain or cause to be opened or maintained with any cash deposited bank or other financial institution any deposit, savings or other account during the term of this Agreement; provided, however that the Borrower may open and maintain the Local Account, subject to the limitations set forth herein and in other Financing Documents. The Borrower shall at all times maintain, or cause to be maintained, in trust for the Prepayment Account to prepay the relevant Eurocurrency Loans on the last day benefit of the respective Interest Periods therefor Collateral Agent on behalf of the Secured Parties, the Accounts with the Depositary Bank. In the event that, in accordance with this Agreement, the Depositary Bank is required to segregate certain monies in an Account from any other amounts on deposit in such Account pending transfer or withdrawal in accordance with this Agreement, the Depositary Bank shall either (ori) hold such monies in such Account for use solely for such transfer or withdrawal, or (ii) if requested in a written notice to the Depositary Bank by the Collateral Agent (acting 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 create a separate Sub-Account in Cash Equivalents that mature prior such Account for such purpose (and the Collateral Agent shall give notice to the last day of Borrower promptly after 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 Loanscreation thereof).

Prepayment Account. At If Clause 13.6 (Pro-rata Requirement), Clause 14.1 (Excess Cash Flow) or Clause 14.2 (Asset Disposals and Insurance Proceeds) would require the option Parent to procure the prepayment of any Advance otherwise than at the applicable Borrowerend of an Interest Period or Term, amounts the Parent can elect (by written notice to the Facility Agent to be applied received no later than one Business Day prior to prepay Eurocurrency Loans shallthe date on which the prepayment obligation would, if but for this Clause 14.5, arise) to credit such prepayment would not occur on the last day of the relevant Interest Period, be deposited in amount to the Prepayment Account (as defined below)on the date on which the prepayment obligation but for this Clause 14.5 would arise and to prepay the Term Advance and/or Revolving Advance at the first occurring end of an Interest Period relative to the Term Advance to be repaid or date on which a Revolving Advance matures. The Administrative Agent shall apply Following any cash deposited in such election and provided the required payment is made to the Prepayment Account Account, the obligation to prepay the relevant Eurocurrency Loans on Term Advance and/or Revolving Advance will not arise until the last day first occurring end of the respective an 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 Period relative to the last day Term Advance to be repaid or date on which a Revolving Advance matures (and for the avoidance of doubt interest shall continue to accrue on such Advances until the end of the applicable Interest Periods Period or Term). The Obligors' Agent on behalf of the Eurocurrency Loans Parent and the other Obligors hereby authorise the Facility Agent to withdraw monies from the Prepayment Account and apply such monies against prepayments which are due to be prepaidmade hereunder, or upon the occurrence of an Event of Default in respect of which a notice has been given pursuant to Clause 24.19 (Acceleration and Cancellation) against amounts due and payable under the Finance Documents. Following the satisfaction of the obligations pursuant to this Clause 14.5 with respect to any deposit made to the Prepayment Account, any interest accrued on such deposit shall be paid to the Obligors' Agent, provided that (i) the Administrative Agent at such time no Event of Default has occurred and is continuing in which case such interest shall not be required paid to make any investment that, in its sole judgment, would require or cause the Administrative Obligors' Agent but the Obligors' Agent may direct the Facility Agent to be in, or would result apply such interest in any, violation satisfaction of any applicable law or regulation, (ii) the Administrative Agent shall have no obligation to invest amounts on deposit interest which has accrued 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 relation 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 Loansoutstanding Advances.

Prepayment Account. At Subject to the option of the applicable BorrowerIntercreditor Agreement, all amounts that may be required to be applied deposited by the Loan Parties as cash collateral pursuant to prepay Eurocurrency Loans shall, if such prepayment would not occur on the last day of the relevant Interest Period, Indenture or any Term Loan Agreement and any other Finance Document shall be deposited in a Securities Account (the “Prepayment Account”) established and maintained by the Loan Parties at the offices of the Collateral Agent or such other bank or other financial institution as the Loan Parties and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Prepayment Account (as defined below)is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Prepayment Account duly executed by the applicable Loan Party or Loan Parties and the Securities Intermediary maintaining such Prepayment Account. The Administrative Agent Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any interest or capital gains on Liquid Investments, shall apply any cash deposited remain, or be deposited, in the Prepayment Account Account. All right, title and interest in and 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 cash amounts on deposit from time to time in its the Prepayment Account Account, together with any Liquid Investments from time to time deposited in Cash Equivalents that mature prior or credited to the last day Prepayment Account, shall vest in and be under the sole dominion and control of the applicable Interest Periods Collateral Agent for the benefit of the Eurocurrency Loans Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall from time to be prepaid, provided that time pay to (i) the Administrative Agent shall not be required Trustee for application to make any investment that, in its sole judgment, would require or cause repayment of 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 Senior Secured Notes those amounts on deposit in the Prepayment Account if a Default or Event which may be required to be applied to the repayment of Default shall have occurred and be continuing the Senior Secured Notes in accordance with the Indenture upon receipt of an Officer’s Certificate thereunder, and (iiiii) all amounts in such Prepayment Account shall be deemed Collateral for purposes hereof. The applicable Borrower shall indemnify the Administrative a Term Loan Agent for application to repayment of any losses relating to the investments so that the amount available to prepay Eurocurrency Term 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 those amounts on deposit in the Prepayment Accounts Account which may be required to prepay be applied to the applicable Eurocurrency Loansrepayment of any Term Loans in accordance with such Term Loan Credit Agreement upon receipt of written direction from such Term Loan Agent. If immediately available cash on deposit in the Prepayment Account is not sufficient to make any distribution referred to in this Section 2.06, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Prepayment Account designated by the Loan Parties as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.06, such distribution shall not be made until such liquidation has taken place.

Prepayment Account. At the option So long as no Event of the applicable BorrowerDefault shall have occurred and be continuing, amounts to be applied to prepay Eurocurrency Loans shall, if such prepayment would on a date: (i) that is not occur on the last day of an Interest Period applicable to Eurodollar Rate Loans outstanding, (ii) on which a prepayment pursuant to Section 4.02(b)(ii) exceeds the relevant Interest Periodamount of all Alternate Base Rate Loans outstanding (such excess being referred to herein as the “Eurodollar Rate Loan Prepayment Amount”) and (iii) on which the prepayment of any outstanding Eurodollar Rate Loans would result in any compensation becoming due and payable by the Company to any Bank pursuant to Section 6.03 hereof (it being understood and agreed that the condition set forth in this clause (iii) shall be deemed to be satisfied unless each Bank has, be deposited on or before such date, notified the Company and the Agent in writing that either (x) such prepayment will not result in any such compensation becoming due and payable to such Bank or (y) such Bank waives any such compensation with respect to such prepayment), the Agent shall automatically deposit the Eurodollar Rate Loan Prepayment Amount in a separate Prepayment Account (as defined below)) for such outstanding Eurodollar Rate Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay the relevant Eurocurrency Eurodollar Rate Loans on the last day of the their respective Interest Periods therefor (or, at the direction of such Borrowerthe Company, on any earlier date), and in any event no later than the Termination Date) until all outstanding Eurodollar Rate Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. For purposes of this Agreement, the term “Prepayment Account” shall mean an the cash collateral account established by a Borrower the Company with the Administrative Agent, bearing Account No. 0000000000, over which the Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this subsection (e). The Administrative Agent will, at the request of the applicable Borrower, invest Prepayment Account shall not bear interest and all 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 therein 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 abovemaintained in cash. If the maturity of the Loans has been accelerated pursuant to Article VIIISection 10 hereof, the Administrative Agent shall may, in its sole discretion, apply amounts such funds to satisfy any of the Obligations. To secure the timely payment and performance of the Obligations, the Company does hereby pledge and assign to the Agent for the benefit of the Secured Parties, and does hereby grant to the Agent for the benefit of the Secured Parties a continuing security interest in and lien on, all the estate, right, title and interest of the Company, whether now owned or hereafter existing or acquired, in, to and under the Prepayment Account and all funds from time to time on deposit in therein (the “Prepayment Accounts to prepay the applicable Eurocurrency LoansAccount Collateral”).

Prepayment Account. At Amounts to be applied as provided in subsection (vi) above to the prepayment of Loans shall be applied first to reduce outstanding Base Rate Loans. Any amounts remaining after each such application shall, at the option of the applicable BorrowerBorrowers, amounts to be applied to prepay Eurocurrency Eurodollar Loans shall, if such prepayment would not occur on the last day of the relevant Interest Period, immediately and/or shall be deposited in the a separate Prepayment Account (as defined below)) for the Loans. The Administrative Agent shall apply any cash deposited in the Prepayment Account Account, upon withdrawal by the Collateral Agent, to prepay the relevant Eurocurrency Eurodollar Loans on the last day of the their respective Interest Periods therefor (or, at the direction of such Borrowerthe Borrowers, on any earlier date)) until all outstanding Loans have been prepaid or until all the allocable cash on deposit in the Prepayment Account has been exhausted. For purposes of this Agreement, the term “Prepayment Account” shall mean an account (which may include the Prepayment Account established under the Security Agreement) established by a Borrower the Borrowers with the Administrative AgentCollateral Agent and over which the Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this subsection (vii). The Administrative Collateral Agent will, at the request of the applicable BorrowerBorrowers, invest amounts on deposit in its the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurocurrency Eurodollar Loans to be prepaid; provided, provided however, that (i) the Administrative Collateral Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Collateral Agent to be in, or would result in any, violation of any applicable law or regulationLaw, (ii) such Cash Equivalents shall be subjected to a first priority perfected security interest in favor of the Administrative Collateral Agent shall have no obligation to invest amounts on deposit in the Prepayment Account and (iii) if a Default or any Event of Default shall have occurred and be continuing and (iii) all amounts in continuing, the selection of such Prepayment Account Cash Equivalents shall be deemed in the sole discretion of the Collateral for purposes hereofAgent. The applicable Borrower Borrowers shall indemnify the Administrative Collateral Agent for any losses relating to the such investments in Cash Equivalents so that the amount available to prepay Eurocurrency Eurodollar 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 mademade pursuant thereto. Other than any interest or profits earned on such investments, the Prepayment Accounts shall not bear interest. Interest or profits, if any, on the investments in any Prepayment Account shall accumulate in such investments Prepayment Account until all outstanding Loans of any applicable Class with respect to which amounts have been deposited in the Prepayment Accounts have been prepaid in full, at which time so much thereof as is not required to make payment of the Term Loan Obligations which have become due and payable (whether by scheduled maturity, acceleration or otherwise) shall be withdrawn by the Collateral Agent on the next Business Day following the day on which the Collateral Agent considers the funds deposited and reinvested therein to be collected funds and disbursed as described aboveto the Borrowers or their order. If the maturity of the Loans has been accelerated pursuant to Article VIIISection 8.02, the Administrative Agent shall apply may, in its sole discretion, cause the Collateral Agent to withdraw amounts on deposit in the Prepayment Accounts Account and apply such funds to prepay satisfy any of the applicable Eurocurrency LoansTerm Loan Obligations in the order set forth in Section 8.03.

Prepayment Account. At The Prepayment Account shall be funded from (a) Cash Grant Proceeds, (b) the option Net Available Amount of the applicable Borrowerproceeds of Project Document Claims, amounts to be applied to prepay Eurocurrency Loans shall, if such prepayment would not occur on the last day (c) certain proceeds received in connection with a Disposition or Event of the relevant Interest Period, be deposited Loss (as specified in the Prepayment Financing Documents) and (d) amounts in the Revenue Account (as defined belowin accordance with Section 3.01(c). 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 funds on deposit in the Prepayment Account shall be used (a) during the Company Cash Sweep Period, to pay first, any amounts, other than the Advance Amount, due to Ormat under the EPC Contract and second to prepay the Advance Amount in accordance with Section 2.04 of the Credit Agreement and (b) on or after the Interest Payment Period, to prepay the Advance Amount in accordance with Section 2.04 of the Credit Agreement; provided that (X) if either Ormat or the Company has notified the Depositary that the Minimum Capacity Requirement (as defined in the EPC Contract) has not occurred, the Depositary shall cause the Cash Grant Proceeds to be retained in the Prepayment Account until receipt of a Default notice from either Ormat or Event of Default shall have the Company that the Minimum Capacity Requirement has occurred and be continuing and (iiiY) all amounts in such Prepayment Account no prepayment of the Advance Amount shall be deemed Collateral for purposes hereof. The applicable Borrower shall indemnify made with Cash Grant Proceeds until 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“Performance Guarantee (Buy Down)” (as defined in, and in accordance with, the Prepayment Accounts shall not bear interestEPC Contract) is achieved. Interest or profits, if any, on such investments All Cash Grant Proceeds 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 directly in the Prepayment Accounts Account. All proceeds received in connection with an Event of Loss or a Disposition initially shall be deposited in the Proceeds Account and the Net Available Amount of such proceeds will be transferred to the Prepayment Account if not used to repair or replace the Project or to make Capital Expenditures or to otherwise reinvest the same in assets of the Company, as permitted under Section 3.04 hereof, and applied first to pay any amounts, other than the Advance Amount, due to Ormat under the EPC Contract and second to prepay the applicable Eurocurrency LoansAdvance Amount.

Prepayment Account. At The Prepayment Account shall be funded from (a) Cash Grant Proceeds, (b) the option Net Available Amount of the applicable Borrower, amounts to be applied to prepay Eurocurrency Loans shall, if such prepayment would not occur on the last day proceeds of the relevant Interest Period, be deposited Project Document Claims and (c) certain proceeds received in connection with a Disposition or Event of Loss (as specified in the Prepayment Account (as defined belowFinancing Documents). 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 funds on deposit in the Prepayment Account shall be used (a) prior to Final Acceptance, to pay first, any amounts, other than the Advance Amount, due to Ormat under the EPC Contract and second to prepay the Advance Amount in accordance with Section 2.04 of the Credit Agreement and (b) on or after the Interest Payment Period, to prepay the Advance Amount in accordance with Section 2.04 of the Credit Agreement; provided that (X) if either Ormat or the Company has notified the Depositary that the Minimum Capacity Requirement (as defined in the EPC Contract) has not occurred, the Depositary shall cause the Cash Grant Proceeds to be retained in the Prepayment Account until receipt of a Default notice from either Ormat or Event of Default shall have the Company that the Minimum Capacity Requirement has occurred and be continuing and (iiiY) all amounts in such Prepayment Account no prepayment of the Advance Amount shall be deemed Collateral for purposes hereof. The applicable Borrower shall indemnify made with Cash Grant Proceeds until 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“Performance Guarantee (Buy Down)” (as defined in, and in accordance with, the Prepayment Accounts shall not bear interestEPC Contract) is achieved. Interest or profits, if any, on such investments All Cash Grant Proceeds 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 directly in the Prepayment Accounts Account. All proceeds received in connection with an Event of Loss or a Disposition initially shall be deposited in the Proceeds Account and the Net Available Amount of such proceeds will be transferred to the Prepayment Account if not used to repair or replace the Project or to make Capital Expenditures or to otherwise reinvest the same in assets of the Company, as permitted under Section 3.04 hereof, and applied first to pay any amounts, other than the Advance Amount, due to Ormat under the EPC Contract and second to prepay the applicable Eurocurrency LoansAdvance Amount.

Prepayment Account. At the option (a) Unless otherwise applied in prepayment in accordance with Clause 11.13 (Application of prepayments) or in prepayment of the applicable Borrower, amounts Bridge Facility or in payment of dividends or other profit distributions 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 any minority interests 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 Target (or, at if applicable, the direction of such Borrower, on any earlier date). For purposes Phase Two Entity) in accordance with the terms of this Agreement, the term “Prepayment Account” Company shall mean an account established by a Borrower with the Administrative Agent. The Administrative Agent willensure that all Non-Core Asset Disposal Proceeds, 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 other than (i) the Administrative Agent shall not be required to make any investment thatExcluded Non-Core Asset Proceeds and, 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 regulationif applicable, (ii) an amount equal to the Administrative amount paid into the Bond Redemption Account in respect of the Non-Core Asset Disposal Proceeds to the extent permitted by Clause 11.14 (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 Company shall notify the Facility Agent shall have no obligation of the Receipt Date, the amount in the Base Currency equal or equivalent to invest amounts on deposit in those proceeds and the proposed date of prepayment of those Non-Core Asset Disposal 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 11.13 (Application of prepayments); (ii) to make any prepayment required under the Bridge Facility or any payment of dividends or other profit distributions to any minority interests in the Target (or, if a Default or Event applicable, the Phase Two Entity), in each case permitted under the terms of Default shall have occurred and be continuing and this Agreement; or (iii) with the prior consent of all the Majority Lenders. (d) The Company irrevocably authorises the Facility Agent to withdraw amounts in such credited to the Prepayment Account shall at the end of the corresponding Interest Periods (if any) and apply such amounts against cancellations and prepayments which are due under this Agreement in accordance with Clause 11.13 (Application of prepayments). (e) Interest which has accrued on the Prepayment Account may be deemed Collateral for purposes hereof. The applicable Borrower shall indemnify withdrawn by the Administrative Agent for any losses Company in accordance with the mandate 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 LoansAccount.

Prepayment Account. At Subject to the option of the applicable BorrowerIntercreditor Agreement, all amounts that may be required to be applied deposited by the Loan Parties as cash collateral pursuant to prepay Eurocurrency Loans shall, if such prepayment would not occur on the last day of the relevant Interest Period, Indenture or any Term Credit Agreement and any other Finance Document shall be deposited in a Securities Account (the “Prepayment Account”) established and maintained by the Loan Parties at the offices of the Collateral Agent or such other bank or other financial institution as the Loan Parties and the Collateral Agent may agree, in the name and under the exclusive control of the Collateral Agent. If the Prepayment Account (as defined below)is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Prepayment Account duly executed by the applicable Loan Party or Loan Parties and the Securities Intermediary maintaining such Prepayment Account. The Administrative Agent Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any interest or capital gains on Liquid Investments, shall apply any cash deposited remain, or be deposited, in the Prepayment Account Account. All right, title and interest in and 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 cash amounts on deposit from time to time in its the Prepayment Account Account, together with any Liquid Investments from time to time deposited in Cash Equivalents that mature prior or credited to the last day Prepayment Account, shall vest in and be under the sole dominion and control of the applicable Interest Periods Collateral Agent for the benefit of the Eurocurrency Loans Finance Parties, shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall from time to be prepaid, provided that time pay to (i) the Administrative Agent shall not be required Trustee for application to make any investment that, in its sole judgment, would require or cause repayment of 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 Senior Secured Notes those amounts on deposit in the Prepayment Account if a Default or Event which may be required to be applied to the repayment of Default shall have occurred and be continuing the Senior Secured Notes in accordance with the Indenture upon receipt of an Officer’s Certificate thereunder, and (iiiii) all amounts in such Prepayment Account shall be deemed Collateral for purposes hereof. The applicable Borrower shall indemnify the Administrative a Term Loan Agent for application to repayment of any losses relating to the investments so that the amount available to prepay Eurocurrency Term 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 those amounts on deposit in the Prepayment Accounts Account which may be required to prepay be applied to the applicable Eurocurrency Loansrepayment of any Term Loans in accordance with such Term Loan Credit Agreement upon receipt of written direction from such Term Loan Agent. If immediately available cash on deposit in the Prepayment Account is not sufficient to make any distribution referred to in this Section 2.06, the Collateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Prepayment Account designated by the Loan Parties as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.06, such distribution shall not be made until such liquidation has taken place.

Prepayment Account. At All amounts required to be deposited by the option Borrower as cash collateral pursuant to Section 2.09(c)(vii) 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, Credit Agreement shall be deposited in an account (the “Prepayment Account”) (which may include the Prepayment Account (established under this Agreement) established and maintained by the Borrower at the offices of the Collateral Agent or such other bank or other financial institution as defined below). The Administrative the Borrower and the Collateral Agent may agree, over which the Collateral Agent shall apply have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with Section 2.09(c)(viii) of the Credit Agreement. If the Prepayment Account is not maintained at an office of the Collateral Agent, then forthwith upon the establishment of such account, the Loan Party so required to make such deposit shall notify the Collateral Agent of the location, account name and account number of such account and shall deliver to the Collateral Agent an Account Control Agreement with respect to such Prepayment Account duly executed by the Borrower and the Securities Intermediary maintaining such Prepayment Account. Any income received with respect to the balance from time to time standing to the credit of the Prepayment Account, including any cash deposited interest or capital gains on Liquid Investments, shall remain, or be deposited, in the Prepayment Account Account. All cash amounts on deposit from time to prepay time in the relevant Eurocurrency Prepayment Account, together with any Liquid Investments from time to time deposited in or credited to the Prepayment Account, shall be under the sole dominion and control of the Collateral Agent for the ratable benefit of the holders from time to time of the Finance Obligations and shall constitute part of the Collateral hereunder and shall not constitute payment of the Finance Obligations until applied thereto as hereinafter provided. The Collateral Agent shall from time to time pay or cause to be paid to the Administrative Agent for application to repayment of the 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 Class as required by a Borrower with the Administrative Agent. The Administrative Agent will, at the request Section 2.09(c)(vii) 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 Credit Agreement those amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and which are required to 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 applied 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 repayment of the Loans has been accelerated pursuant to Article VIII, of such Class in accordance with Section 2.09(c)(vii) of the Administrative Agent shall apply amounts Credit Agreement. If immediately available cash on deposit in the Prepayment Accounts Account is not sufficient to prepay make any distribution referred to in this Section 2.09, the applicable Eurocurrency LoansCollateral Agent shall cause to be liquidated as promptly as practicable such Liquid Investments in the Prepayment Account designated by the Borrower as are required to obtain sufficient cash to make such distribution and, notwithstanding any other provision of this Section 2.09, such distribution shall not be made until such liquidation has taken place.