Common use of Prepayment Account Clause in Contracts

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 (c) No amount may be withdrawn or transferred from the Prepayment Account except: (i) to make the prepayments required under Clause 11.13 (Application of prepayment) of the Senior Facilities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 (e) Interest which has accrued on the Prepayment Account may be withdrawn by the Borrower in accordance with the mandate relating to the Prepayment Account.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) 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 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 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”"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 Company shall notify the Bridge Facility Agent of the Receipt Date, the amount in euro equal or equivalent to of those proceeds 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"PREPAYMENT DATE") (which must be at least five Business Days after the date of that noticenotice or as otherwise agreed between the Borrower and the Facility 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 11.13 7.10 (Application of prepayment) of the Senior Facilities Agreement or Clause 7.7(bProceeds); (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 (iiiii) with the prior consent of the Majority Lenders. (d) The Borrower irrevocably authorizes authorises 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) and apply such amounts against cancellations and prepayments which are due under the Senior Facilities this Agreement and/or this Agreementin 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 Facility Agent.

Prepayment Account. (a) Unless otherwise applied in prepayment in accordance with Clause 11.13 (Application of the Senior Facilities and/or prepayments) or in prepayment of the Bridge Facility or in payment accordance with the terms of dividends or other profit distributions to any minority interests in the Target (or, if applicablethis Agreement, the Phase Two Entity), the Borrower Company 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 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 Borrower Company shall notify the Bridge Facility Agent of the Receipt Date, the amount in euro the Base Currency 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(bprepayments); (ii) to make any payment of dividends or other profit distributions to any minority interests in prepayment required under the Target (or, if applicable, the Phase Two Entity) Bridge Facility and permitted under the terms of this Agreement; or (iii) with the prior consent of all 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) 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)Facility, 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 (iiiii) 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.