Common use of Retention Account Clause in Contracts

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default, each Retention Amount credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 14.4.1 The Borrowers hereby jointly Borrower undertakes with the Agent and severally undertake with each Creditor the Finance Parties that they it will, from the date of this Agreement and so long as any moneys are owing under the Security Finance Documents, on each Retention Date pay to the relevant Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention DateAmount, be transferred to the Retention Account on that such Retention Date (and the Borrowers Borrower hereby irrevocably authorise instructs the relevant Account Bank to effect each such transfer) and to that extent the Borrowers' Borrower’s obligations to make the payments referred to in this clause 14.3.1 14.4.1 shall have been fulfilled upon such transfer being effected. 14.3.2 14.4.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.5 shall apply), each all Retention Amount Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the relevant Account Bank (and the Borrowers Borrower hereby irrevocably authorise the and unconditionally instructs such Account Bank so to apply the same) upon each Repayment Date and/or in the following manner: (a) on each day that interest is payable pursuant to clause 3.1, Clause 3.1 in respect of the Facility in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the relevant Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' Borrower’s corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers Borrower to make any such payment to the extent that the aforesaid application by the such Account Bank is insufficient to meet the same; and (b) following any application by the relevant Account Bank pursuant to clause 14.4.2 (a) in transfer to the Earnings Accounts of any moneys standing to the credit of the Retention Account to the extent that such moneys do not constitute Retention Amounts or any payments received from either Swap Bank pursuant to the provisions of the relevant Swap Assignment. 14.3.3 14.4.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.214.4.2, none of the Borrowers Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Finance Documents.

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Operating Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' ’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.4 shall apply), each Retention Amount in respect of a Tranche credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date for the relevant Tranche and/or on each day that interest is payable pursuant to clause 3.13.1 on such Tranche, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' ’ corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 (a) The Borrowers hereby jointly and severally undertake with each Creditor that they will, from Retention Sum shall at Closing be paid in US dollars by the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to Purchaser into the Retention Account, Account and the Retention Amount for such Retention Date provided however that, to the extent that there are moneys monies standing to the credit of the Earnings Accounts Retention Account including, without limitation, any accrued interest shall be dealt with only in accordance with the provisions of this Agreement. (or any of themb) as at any Retention Date, such moneys shall, up to an amount equal to The Purchaser and the Retention Amount for such Retention Date, be transferred Seller shall ensure that all rights to the Retention Account on that Retention Date remain free from any encumbrance or Lien except as set out in this Section 1.05. (c) The Seller and the Borrowers hereby irrevocably authorise Purchaser shall provide the Retention Account Bank Instruction Letter to effect each such transferthe Seller's Counsel and the Purchaser's Solicitors (respectively) on Closing and shall procure (respectively) that the Seller's Counsel and the Purchaser's Solicitors shall give all necessary instructions and do all acts and things reasonably required to ensure that extent the Borrowers' obligations Retention Account and the principal monies and interest standing to make its credit are administered in accordance with the payments referred provisions of this Agreement. The Seller and the Purchaser shall procure (respectively) that the Seller's Counsel and the Purchaser's Solicitors are not required to and do not take any action with respect to the Retention Account except on the joint written instructions of the Seller and the Purchaser. The Purchaser and the Seller agree to indemnify and keep indemnified the Purchaser’s Solicitors and the Seller’s Counsel against all costs, losses, expenses, liabilities and proceedings arising out of or in relation to the Retention Account whatsoever whether caused by any act or omission or otherwise save for a failure or omission by the Seller’s Counsel or the Purchaser’s Solicitors or either of them to comply with instructions given to them in accordance with this clause 14.3.1 shall have been fulfilled upon such transfer being effectedClause. 14.3.2 Unless and until there (d) The interest accrued on the Retention Sum shall occur an Event of Default, each Retention Amount be credited to the Retention Account together with interest from time and in relation to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys made from the Retention Account pursuant to this Agreement, accrued interest shall follow the principal monies save for any taxation required by English law to be deducted therefrom. (e) The Retention Amount shall be the exclusive source of funds used to satisfy any liabilities of the Seller pursuant to this Agreement in respect of any breach of any Seller Warranty or in respect of any payment due to the Purchaser under Section 1.04(d) (so far as the same is sufficient failing which sub-section (g)(ii) hereto shall apply) provided that: (i) the Purchaser shall give at any time from least 7 Business Days prior written notice to the Seller; and (ii) the amount of the claim and the liability of the Seller for that claim shall have been (i) agreed between the Purchaser and the Seller or (ii) determined or finally adjudged by an expert, arbitrator, mediator or court of law or (in the case only of a payment under Section 1.04) determined in accordance with Section 1.04 (the date of such determination, the “Final Determination Date”). (iii) if the Retention Account is used in respect of any payment due to the Purchaser under Section 1.04(d), the Seller shall within 5 Business Days after such use pay back into the Retention Account an equivalent sum to top up the Account. (f) The balance of the Retention Account, if any (together with any accrued interest and less any bank charges and any taxation required by English law to be deducted therefrom) shall be paid to the Seller's Counsel for the account of the Seller at the end of the Retention Period save that the Purchaser may retain in the Retention Account any amount claimed by it in good faith in respect of any claim brought by the Purchaser pursuant to this Agreement as notified by the Purchaser to the Seller which has not been finally determined pursuant to the terms of this section 1.05. (g) Within 10 Business Days of a Final Determination Date: (i) there shall be paid to the Purchaser's Solicitors for the account of the Purchaser from the Retention Account (if there are sufficient sums of money in such account) a principal amount equal to the amount so determined or agreed to be paid to the Purchaser in respect of such claim (“Agreed Amount”); and (ii) the Seller shall pay to the Purchaser's Solicitors for the account of the Purchaser, in cleared funds, such part of the relevant Agreed Amount as is not satisfied by payment to the Purchaser from the Retention Account pursuant to this Section 1.05. (h) The Seller and so long as any moneys the Purchaser shall procure that their respective counsel shall give all necessary instructions and do all acts and things reasonably required to ensure that the Retention Account, and the principal monies and interest standing to its credit, are owing under administered in accordance with the Security Documentsprovisions of this Agreement.

Retention Account. credits 2.1 The following provisions shall apply in respect of the Retention Account: 2.1.1 the Retention Account shall be established, operated and withdrawalsterminated in accordance with the provisions of this part 1 of this Schedule 8 and the Instruction Letter, and each of the Buyer and the Sellers agree to give, on a timely basis, such instructions and authorities to the Sellers' Solicitors and the Buyer's Solicitors as may from time to time be necessary for this purpose; 14.3.1 2.1.2 the Buyer’s Solicitors and the Sellers' Solicitors shall not be required to take any action with respect to the Retention Account except on the instructions of both the Buyer and the Sellers. The Borrowers hereby jointly and severally undertake with each Creditor that they will, Sellers' Solicitors shall be entitled to rely on the statement of the Buyer’s Solicitors as to instructions received by the Buyer’s Solicitors from the date Buyer and the Buyer’s Solicitors shall be entitled to rely on the statement of this Agreement and so long the Sellers' Solicitors as any moneys are owing under to instructions received by the Security Documents, on each Sellers' Solicitors from the Sellers; 2.1.3 all interest earned in respect of the Retention Date pay to the Account Bank for credit shall be credited to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the ; 2.1.4 no other credit of the Earnings Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, shall be transferred made to the Retention Account on that Retention Date (without the joint written consent of the Sellers' Solicitors and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' obligations to make the payments referred to in this clause 14.3.1 Buyer's Solicitors; 2.1.5 no withdrawal shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default, each Retention Amount credited to be made from the Retention Account together except in accordance with the Instruction Letter or as may otherwise be ordered by a court of competent jurisdiction; 2.1.6 neither the Buyer nor the Sellers shall have any entitlement to interest from time until payment of the principal to time accruing or at which it relates; and 2.1.7 the liability to taxation on any time accrued thereon interest on any amount in the Retention Account shall be applied borne by the party ultimately entitled to that interest. 2.2 The Sellers agree that they will give instructions promptly to the Sellers' Solicitors with regards to payments to be made out of the Retention Account Bank in accordance with this Schedule 8 and if such instructions are not received within 7 days of the payment timeline set out in clause 3.4.2 or the Termination Date in accordance with paragraph 4 (as applicable), the Sellers will be deemed to agree to such payment out of the Retention Account and will be deemed to have instructed the Sellers' Solicitors to make such release from the Retention Account and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the BorrowersSellers' corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers Solicitors shall be entitled to withdraw any moneys rely on such instruction. 2.3 The Buyer agrees that it will give instructions promptly to the Buyer's Solicitors with regards to payments to be made out of the Retention Account in accordance with this Schedule 8 and if such instructions are not received within 7 days of the payment timeline set out in clause 3.4.2 or Termination Date in accordance with paragraph 4 (as applicable), the Buyer will be deemed to agree to such payment out of the Retention Account and will be deemed to have instructed the Buyer's Solicitors to make such release from the Retention Account at any time from and the date of this Agreement and so long as any moneys are owing under the Security DocumentsBuyer's Solicitors shall be entitled to rely on such instruction.

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Operating Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' ’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. The obligation of the Borrowers under this clause 14.3.1 to pay moneys to the credit of the Retention Account shall cease to exist on the date falling after the Listing Date when the Aegean Marine Guarantor shall have complied with the financial undertakings contained in clause 5.3.1 of the Aegean Marine Guarantee. 14.3.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.4 shall apply), each Retention Amount in respect of a Tranche credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date for the relevant Tranche and/or on each day that interest is payable pursuant to clause 3.13.1 on such Tranche, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' ’ corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 14.4.1 The Borrowers Borrower hereby jointly and severally undertake undertakes with each Creditor the Bank that they it will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any Retention DateAccount, such moneys shall, up to an amount equal to the Retention Amount for such Retention DateAmount, be transferred to the Retention Account on that Retention Date (and the Borrowers Borrower hereby irrevocably authorise and unconditionally instructs and authorises the Account Bank to effect each such transfer) and to that extent the Borrowers' Borrower’s obligations to make the payments referred to in this clause 14.3.1 14.4.1 shall have been fulfilled upon such transfer being effected. 14.3.2 14.4.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.5 shall apply), each all Retention Amount Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers Borrower hereby irrevocably authorise and unconditionally instructs and authorises the Account Bank so to apply the same) upon each Repayment Date and/or Date, and on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent Bank of the relevant instalment then falling due for repayment or, or (as the case may be, ) the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' Borrower’s corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 14.4.3 Unless the Agent (acting on the instructions of the Majority Banks) Bank otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Operating Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' ’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. The obligation of the Borrowers under this clause 14.3.1 to pay moneys to the credit of the Retention Account shall cease to exist on the date falling after the Listing Date when the Aegean Marine Guarantor shall have complied with the financial undertakings contained in clause 5.3.1 of the Aegean Marine Guarantee Provided always that no Event of Default shall have occurred as at such date. 14.3.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.4 shall apply), each Retention Amount in respect of a Tranche credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date for the relevant Tranche and/or on each day that interest is payable pursuant to clause 3.13.1 on such Tranche, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' ’ corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' ’ obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of Default, each Retention Amount credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers hereby irrevocably authorise the Account Bank so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' ’ corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2, none of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawalsCREDITS AND WITHDRAWALS 14.3.1 The Borrowers Borrower hereby jointly and severally undertake undertakes with each Creditor the Bank that they it will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any Retention Date, Operating Account such moneys shall, up to an amount equal to the Retention Amount for such Retention Date, be transferred to the Retention Account on that Retention Date (and the Borrowers Borrower hereby irrevocably authorise authorises the Account Bank to effect each such transfer) and to that extent the Borrowers' Borrower's obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effected. 14.3.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.4 shall apply), each all Retention Amount Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall be applied by the Account Bank (and the Borrowers Borrower hereby irrevocably authorise authorises the Account Bank so to apply the same) upon each Repayment Date and/or Date, and on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent Bank of the relevant instalment then falling due for repayment or, or (as the case may be, ) the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' Borrower's corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) Bank otherwise agrees in writing and subject to clause 14.3.2writing, none of the Borrowers Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 The Borrowers Borrower hereby jointly and severally undertake undertakes with each Creditor the Bank that they will, from the date of this Agreement and so long as any moneys are owing under throughout the Security Documents, Period: 8.9.1 on each Retention Date in respect of a Tranche, the Borrower shall pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided in respect of such Tranche Provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) as at any Retention Datethe Operating Accounts, the Borrower shall procure that such moneys shall, up to an amount equal to the Retention Amount for such Retention Datethat Tranche, be transferred from any of the Operating Accounts to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each for such transfer) Tranche; and to that extent extent, the Borrowers' Borrower’s obligations to make the payments referred to in this clause 14.3.1 8.9.1 shall have been fulfilled upon such transfer being effected.; 14.3.2 Unless 8.9.2 unless and until there shall occur an Event of Default, each all Retention Amount Amounts in respect of a Tranche credited to the Retention Account Account, together with interest from time to time accruing or at any time accrued thereon thereon, shall be applied by the Account Bank (and the Borrowers Borrower hereby irrevocably authorise and unconditionally instructs and authorises the Account Bank so to apply the same) upon each Repayment Reduction Date and/or for that Tranche, and on each day that interest is payable pursuant to clause 3.13.1 on or in respect of that Tranche, in or towards payment to the Agent Bank of the relevant instalment any prepayment then falling due for repayment or, under clause 4.3 in relation to such Tranche or (as the case may be, ) in or towards payment of the relevant amount of interest then duedue in relation to such Tranche. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' Borrower’s corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same.; and 14.3.3 Unless 8.9.3 unless the Agent (acting on the instructions of the Majority Banks) Bank otherwise agrees in writing and subject to clause 14.3.2writing, none of the Borrowers Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under this Agreement and the other Security DocumentsDocuments except as otherwise permitted by this clause 8.9.

Retention Account. credits and withdrawals 14.3.1 The Borrowers hereby jointly and severally undertake Borrower undertakes with each Creditor that they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, on each Retention Date pay to the Account Bank for credit to the Retention Account, the Retention Amount for such Retention Date provided however that, to the extent that there are moneys standing to the credit of the Earnings Accounts (or any of them) Operating Account as at any the relevant Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention DateAmount, be transferred to the Retention Account on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' obligations to make the payments referred to in this clause 14.3.1 shall have been fulfilled upon such transfer being effectedDate. 14.3.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.4 shall apply), each all Retention Amount Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon on any amounts standing to the credit of the Retention Account from time to time, shall be applied by the Account Bank (and the Borrowers Borrower hereby irrevocably authorise and unconditionally authorises the Agent to instruct the Account Bank to so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent of (i) the relevant instalment then falling due for repayment or, as the case may be, (ii) the relevant amount of interest then due. Each such application by the Account Bank shall constitute a payment in or towards satisfaction of the Borrowers' Borrower’s corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers Borrower to make any such payment to the extent that the aforesaid application by the Account Bank is insufficient to meet the same. 14.3.3 Unless the Agent (acting on the instructions of the Majority Banks) otherwise agrees in writing and subject to clause 14.3.2writing, none of the Borrowers Borrower shall not be entitled to withdraw any moneys from the Retention Account at any time from the date of this Agreement and so long as any moneys are owing under the Security Documents.

Retention Account. credits and withdrawals 14.3.1 14.4.1 The Borrowers hereby jointly and severally undertake with each Creditor that the Lender that, throughout the Facility Period, they will, from the date of this Agreement and so long as any moneys are owing under the Security Documents, in relation to each Advance on each Retention Date relating thereto pay to the Account Bank Lender for credit to the Retention Account, the Retention Amount for such Retention Date date, provided however that, to the extent that there are moneys standing to the credit of the Earnings Borrowers’ Operating Accounts (or any either of them) as at any the Retention Date, such moneys shall, up to an amount equal to the Retention Amount for such Retention DateAmount, be transferred to the Retention Account from any or both of the Borrowers’ Operating Accounts on that Retention Date (and the Borrowers hereby irrevocably authorise the Account Bank to effect each such transfer) and to that extent the Borrowers' ’ obligations to make the payments referred to in this clause 14.3.1 14.4.1 shall have been fulfilled upon such transfer being effected. 14.3.2 14.4.2 Unless and until there shall occur an Event of DefaultDefault (whereupon the provisions of clause 14.5 shall apply), each all Retention Amount Amounts credited to the Retention Account together with interest from time to time accruing or at any time accrued thereon shall must be applied by the Account Bank Lender (and the Borrowers hereby irrevocably authorise the Account Bank Lender so to apply the same) upon each Repayment Date and/or on each day that interest is payable pursuant to clause 3.1, in or towards payment to the Agent Lender of the relevant instalment then falling due for repayment or, as the case may be, the relevant amount of interest then due. Each such application by the Account Bank Lender shall constitute a payment in or towards satisfaction of the Borrowers' ’ corresponding payment obligations under this Agreement but shall be strictly without prejudice to the obligations of each of the Borrowers to make any such payment to the extent that the aforesaid application by the Account Bank Lender is insufficient to meet the same. 14.3.3 14.4.3 Unless the Agent (acting on the instructions of the Majority Banks) Lender otherwise agrees in writing and subject to clause 14.3.214.4.2, none neither of the Borrowers shall be entitled to withdraw any moneys from the Retention Account at any time from during the date of this Agreement and so long as any moneys are owing under the Security Documents.Facility Period,