Common use of Revenue Account Clause in Contracts

Revenue Account. The Borrower and the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Revenue Account” (account number 0000000) (the “Revenue Account”). Except as otherwise set forth in this Agreement, the Borrower shall (and the Borrower shall cause each Project Company to) deposit in the Revenue Account all cash amounts held by or paid to the Borrower (and each Project Company), including without limitation, (i) any and all distributions and other payments to which the Borrower is entitled under the Borrower LLC Agreement, (ii) all Project Revenues paid to the Borrower or any Project Company under any Project Documents or otherwise, (iii) all proceeds of any equity contribution funded by all Affiliated Participants, (iv) all proceeds of any business interruption insurance received by the Borrower or any Project Company or otherwise in respect of the Projects, and (v) transfers from other Collateral Accounts in accordance with this Section 6; provided, however, that (x) all Government Grant proceeds received from the Governmental Authority shall be deposited in the Government Grant Proceeds Account pursuant to Section 6(g), (y) all proceeds of insurance (other than proceeds of business interruption insurance) shall be deposited in the Loss Proceeds Account pursuant to Section 6(f), and (z) all proceeds paid to the Borrower or any Project Company related to the Permitted Transmission Line Transfer shall be deposited in the Gen Lead Account pursuant to Section 6(j). So long as no Event of Default has occurred and is continuing or will occur upon giving effect to the application described below, funds in the Revenue Account shall be applied by internal account transfer by the Securities Intermediary at the direction of the Security Agent and the Borrower, in each case at the following times and in the following order of priority:

Revenue Account. (a) The Borrower and following amounts shall be deposited into the Security Agent have established Revenue Account directly, or if received by the Issuer or any of its Subsidiaries, as soon as practicable upon receipt, in either case in accordance with this Section 3.1(a): (i) all revenues or other proceeds received by the Issuer or any of its Subsidiaries or otherwise derived from the ownership or operation of a Project, except for (1) the proceeds from the offering of the Senior Secured Notes, (2) until the Ormesa Support Date, any revenues or other proceeds of Ormesa that are prohibited from being distributed to the Issuer in accordance with the Securities Intermediary an account entitled terms of the “Stetson Ormesa Credit Agreement and (3) Performance Liquidated Damages and certain proceeds from the disposition of assets, Loss Proceeds, Eminent Domain Proceeds and Title Event Proceeds; (ii) to the extent amounts at any time in the Debt Service Reserve Account plus the amount available at such time to be drawn under any Debt Service Reserve Letter of Credit (x) equal the Debt Service Reserve Requirement at such time, the income, if any, received at such time from the investment of the monies in such Account pursuant to Section 3.12 or (y) exceed the Debt Service Reserve Requirement, all excess amounts except as described in Section 3.4; and (iii) all amounts required to be transferred to the Revenue Account from any other Collateral Accounts as contemplated under this Depositary Agreement. If any of the foregoing amounts required to be deposited with the Depositary in accordance with the terms of this Depositary Agreement are received by the Issuer or any Subsidiary of the Issuer (or any Affiliate of the Issuer), the Issuer shall (or shall cause any such Affiliate to) hold such payments in trust for the Depositary and shall promptly remit such payments to the Depositary for deposit in the Revenue Account” , in the form received, with any necessary endorsements. (account number 0000000b) (In the “Revenue Account”). Except as otherwise set forth event the Depositary receives monies without adequate instruction with respect to the proper Collateral Account in this Agreementwhich such monies are to be deposited, the Borrower Depositary shall (deposit such monies into the Revenue Account and the Borrower shall cause each Project Company to) segregate such monies from all other amounts on deposit in the Revenue Account all cash amounts held by or paid and notify the Issuer of the receipt of such monies. Upon receipt of written instructions from the Issuer, the Depositary shall transfer such monies from the Revenue Account to the Borrower Collateral Account specified by such instructions (other than the Distribution Account or the Distribution Suspense Account). (c) The Issuer and the Guarantors hereby irrevocably authorize the Depositary to make withdrawals and transfers of monies on each Project Company)date specified in clauses (1) through (6) below on which monies need to be applied (the "Transfer Date") (via wire transfer or by internal transfer between Collateral Accounts and/or sub-accounts, including without limitationif applicable) to the extent then available in the Revenue Account and not segregated in a separate sub-account thereof or otherwise for any specific purpose, upon the receipt of a Withdrawal Certificate of the Issuer by the Depositary three (3) Business Days prior to the Transfer Date (or, if such Transfer Date is an Interim Funding Date, one (1) Business Day prior to such Transfer Date) setting forth the amounts to be withdrawn from the Revenue Account and the amounts to be transferred pursuant to this clause (c) pursuant to the terms of this Depositary Agreement in the following order of priority all in accordance with such Withdrawal Certificate: (1) First, on each Funding Date, to the Operating Account, the following amounts as set forth in the Withdrawal Certificate: (x) the amounts certified in the Withdrawal Certificate to be the Operating and Maintenance Expenses then due and payable, or the good faith estimate of the amounts reasonably anticipated to be due and payable, by any Subsidiary (other than (i) OrMammoth prior to such time as the Issuer or any Guarantor acquires that portion of the Capital Stock of Mammoth-Pacific that the Issuer does not own as of the Closing Date and all distributions and other payments to which the Borrower is entitled Issuer or such Guarantor has complied with its obligations under the Borrower LLC Agreement, Financing Documents and (ii) all Project Revenues paid Ormesa prior to such time as the Ormesa Support Date has occurred and Ormesa has complied with Section 4.38 of the Indenture) for Operating and Maintenance Expenses during the Funding Period commencing on such Funding Date, plus (y) any Administrative Costs then due and payable or reasonably anticipated to be due and payable during the Funding Period commencing on such Funding Date but prior to the Borrower or any Project Company under any Project Documents or otherwise, next anticipated Funding Date (iiias specified in the Withdrawal Certificate) all proceeds of any equity contribution funded by all Affiliated Participants, (iv) all proceeds of any business interruption insurance received by the Borrower or any Project Company or otherwise in respect to each of the ProjectsDepositary, the Trustee, the Collateral Agent and any trustee or agent for any other Permitted Additional Senior Lender and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Date; (2) Second, one (1) Business Day prior to each Scheduled Payment Date, withdraw and transfer, as set forth in the Withdrawal Certificate, from the Revenue Account (i) to a sub-account within the Debt Service Payment Account, an amount which, together with the amount then in such sub-account, equals the principal, interest, premium and Liquidated Damages, if any, on the Senior Secured Notes becoming due and payable on such Scheduled Payment Date and (vii) transfers from to a separate sub-account with respect to each other Collateral Accounts Senior Secured Obligation within the Debt Service Payment Account, an amount which, together with the amounts then in accordance with this Section 6such sub-account, equals a proportionate share of all of the principal, interest and premium, if any, becoming due and payable on such Senior Secured Obligations on such Scheduled Payment Date or (if such Scheduled Payment Date is not a scheduled payment date for such other Senior Secured Obligations) on the immediately succeeding scheduled payment date for such other Senior Secured Obligations; provided, however, that if the monies in the Revenue Account (xexcluding any specifically segregated monies therein) all Government Grant proceeds received are insufficient on any date to make the transfers and payments specified in this clause (2), transfer of monies shall be made ratably to the specified sub-accounts based on the respective amounts owed such sub-accounts; (3) Third, on each Scheduled Payment Date, after making each applicable withdrawal and transfer specified in clauses (1) and (2) above, withdraw and transfer, as certified in the Withdrawal Certificate, from the Governmental Authority Revenue Account to the Debt Service Reserve Account if the amount in the Debt Service Reserve Account plus the Drawing Amount under any Debt Service Reserve Letter of Credit at such time is less than the Debt Service Reserve Requirement at such time, to the Debt Service Reserve Account the amount necessary to fund the Debt Service Reserve Account so that the sum of the amount in the Debt Service Reserve Account plus the Drawing Amount under any Debt Service Reserve Letter of Credit at such time is equal to the Debt Service Reserve Requirement at such time; (4) Fourth, after making each applicable withdrawal and transfer specified in clauses (1) through (3) above, on each Scheduled Payment Date, withdraw and transfer from the Revenue Account to the applicable Secured Parties an amount, as certified in a Withdrawal Certificate, equal to any indemnification or other amounts then due and payable on such Scheduled Payment Date pursuant to the Financing Documents; (5) Fifth, on or within sixty (60) days after each Scheduled Payment Date (a "Distribution Date"), after making each applicable withdrawal and transfer specified in clauses (1) through (4) above and, provided that each of the Distribution Conditions has been satisfied on such Scheduled Payment Date (or within such sixty (60) day period), transfer from the Revenue Account any remaining amounts in the Revenue Account as of such Scheduled Payment Date (excluding any specifically segregated amounts), or such lesser amount elected by the Issuer, as set forth in a Withdrawal Certificate of the Issuer, to the Distribution Account; and (6) Sixth, if any of the Distribution Conditions has not been satisfied by the sixtieth (60th) day (or the immediately succeeding Business Day) after the Scheduled Payment Date referred to in clause (5) above, no amounts shall be deposited transferred to the Distribution Account and the remaining amounts in the Government Grant Proceeds Revenue Account pursuant as of such Scheduled Payment Date (excluding any specifically segregated amounts) shall be transferred to Section 6(g), the Distribution Suspense Account. (yd) all Upon deposit into the Revenue Account of any proceeds of insurance Permitted Indebtedness (as identified in an Officer's Certificate of the Issuer) other than proceeds of business interruption insurancePermitted Indebtedness for which specific provisions are contained in this Depositary Agreement, the Depositary shall (i) shall be deposited establish and create a sub-account within the Revenue Account, (ii) transfer such proceeds to such sub-account and (iii) transfer such proceeds from time to time in accordance with an Officer's Certificate of the Issuer (stating that the Issuer has complied with other conditions (if any) established in the Loss Proceeds Account additional facility agreements relating to such Permitted Indebtedness) and the Issuer shall apply such proceeds in a manner consistent with the purposes for which such Permitted Indebtedness was incurred pursuant to Section 6(f), and (z) all proceeds paid to the Borrower or any Project Company related to the Permitted Transmission Line Transfer shall be deposited in the Gen Lead Account pursuant to Section 6(j). So long as no Event of Default has occurred and is continuing or will occur upon giving effect to the application described below, funds in the Revenue Account shall be applied by internal account transfer by the Securities Intermediary at the direction terms of the Security Agent and the Borrower, in each case at the following times and in the following order of priority:Indenture.

Revenue Account. The Borrower ‌ (a) From and after the Security Agent have established with the Securities Intermediary an account entitled the “Stetson Revenue Account” (account number 0000000) (the “Revenue Account”). Except as otherwise set forth in this AgreementInitial LTF Funds Deposit Date, the Borrower shall deposit (and the Borrower shall or cause each Project Company toto be deposited) deposit in the Revenue Account (i) immediately upon allocation from TAMC but no less frequently than on a monthly basis, all cash amounts held by or paid LTF Funds allocated to the Borrower (and each Project Company), including without limitation, (i) any and all distributions and other payments to which the Borrower is entitled under the Borrower LLC Agreement, (ii) all Project Revenues paid when and to the Borrower or any Project Company under any Project Documents or otherwise, (iii) all proceeds of any equity contribution funded extent required by all Affiliated Participants, (iv) all proceeds of any business interruption insurance received by the Borrower or any Project Company or otherwise in respect of the Projects, and (v) transfers from other Collateral Accounts in accordance with this Section 6; provided, however, that (x) all Government Grant proceeds received from the Governmental Authority shall be deposited in the Government Grant Proceeds Account pursuant to Section 6(g5.03(f), (y) all proceeds of insurance (other than proceeds of business interruption insurance) shall be deposited in the Loss Proceeds Account pursuant to Section 6(f), and (z) all proceeds paid to the Borrower or any Project Company related to the Permitted Transmission Line Transfer shall be deposited in the Gen Lead Account pursuant to Section 6(j). So long as no Event of Default has occurred and is continuing or will occur upon giving effect to the application described below, funds in the Revenue Account shall be applied by internal account transfer by the Securities Intermediary at the direction of the Security Agent and the BorrowerOther Revenues, in each case into the Revenue Account. The Borrower shall at all times maintain in effect the TAMC Irrevocable Instruction and use commercially reasonable efforts to ensure that TAMC maintains compliance with TAMC Irrevocable Instruction. If, notwithstanding the TAMC Irrevocable Instruction, the Borrower receives any LTF Funds (except for LTF Funds that have been released to the Borrower pursuant to this Agreement), the Borrower shall hold all such amounts coming into its possession in trust for the benefit of the Secured Parties and shall turn over such LTF Funds, in the form received, to the Collateral Agent for deposit to the Revenue Account. (b) At the instruction of the Borrower in accordance with a Funds Transfer Certificate pursuant to Section 5.09, and subject to Section 6.06 hereof, the Collateral Agent shall make the following times withdrawals, transfers and payments from the Revenue Account (and any sub-accounts thereof) as set forth in the applicable Funds Transfer Certificate, on each Transfer Date, and, with respect to funds deposited to the Revenue Account in accordance with Section 5.03(a)(ii), on any date on which such funds are deposited into the Revenue Account, in the following amounts and in the following order of priority:priority (it being agreed that (i) no amount shall be withdrawn on any date pursuant to any clause below (A) until amounts sufficient as of that date (to the extent applicable) for all the purposes specified under the prior clauses shall have been withdrawn or set aside or (B) in respect of any items for which amounts have previously been transferred and (ii) each such transfer shall be made only to the extent there are sufficient amounts on deposit in the Revenue Account, on such date to make any such transfer): (a) for the TIFIA Debt Service Sub-Account, (i) the interest due on the TIFIA Loan on the next Interest Payment Date, plus (ii) (A) for any Payment Period beginning on July 1, fifty percent (50%) of the principal due on the TIFIA Loan on the next Principal Payment Date or (B) for any Payment Period beginning on January 1, one hundred percent (100%) of the principal due on the TIFIA Loan on the next Principal Payment Date, plus (iii) any fees, costs, expenses and other amounts then due and payable under the TIFIA Loan Agreement; and (b) for each Pari Passu Debt Service Sub-Account, (i) the interest due on the applicable Pari Passu Debt with respect to such sub-account on the next Interest Payment Date for the applicable Pari Passu Debt, plus (ii) (A) for any Payment Period beginning on a Principal Payment Date for the applicable Pari Passu Debt, fifty percent (50%) of the principal due on the applicable Pari Passu Debt with respect to such sub-account on the next Principal Payment Date for the applicable Pari Passu Debt or (B) for any Payment Period that does not begin on a Principal Payment Date for the applicable Pari Passu Debt, one hundred percent (100%) of the principal due on the applicable Pari Passu Debt with respect to such sub-account on the next Principal Payment Date for the applicable Pari Passu Debt; provided that if the principal on any Pari Passu Debt is payable on a semi-annual basis, clause (ii) shall read “the principal due on the applicable Pari Passu Debt with respect to such account on the next semi-annual principal payment date for such Pari Passu Debt”, plus (iii) any fees, costs, expenses and other amounts then due and payable under the applicable Pari Passu Loan Agreement with respect to such sub- account; provided further, that on each Interest Payment Date, amounts on deposit in the TIFIA Debt Service Sub-Account and any Pari Passu Debt Service Sub-Account, as applicable, shall be transferred by the Collateral Agent in an amount required for the payment of interest then due and payable on the applicable Secured Obligations, on each Principal Payment Date, amounts on deposit in the TIFIA Debt Service Sub-Account and any Pari Passu Debt Service Sub-Account, as applicable, shall be transferred by the Collateral Agent in an amount required for the payment of principal then due and payable on the applicable Secured Obligation, and on each date when any other fees, costs, expenses and other amounts are then due and payable on any Secured Obligations, amounts on deposit in the TIFIA Debt Service Sub-Account and any Pari Passu Debt Service Sub-Account, as applicable, shall be transferred by the Collateral Agent in an amount required for the payment of such fees, costs, expenses and other amounts then due and payable on the applicable Secured Obligations; (a) for the TIFIA Debt Service Reserve Sub-Account, such that amounts on deposit therein are at least equal to the TIFIA Debt Service Reserve Required Balance; provided that the TIFIA Debt Service Reserve Sub-Account shall initially be funded in an amount equal to the TIFIA Debt Service Reserve Required Balance by no later than [the first Business Day following the Initial LTF Funds Deposit Date]; and (b) for each Pari Passu Debt Service Reserve Sub-Account, such that amounts on deposit therein are at least equal to the Pari Passu Debt Service Reserve Required Balance for such sub- account; the TIFIA Loan or the applicable Pari Passu Debt with respect to such Pari Passu Debt Service Reserve Sub-Account, as applicable, that is not otherwise paid by Revenues deposited to the Revenue Account; Third, on any Transfer Date occurring in June or December, on a pari passu basis, deposits to the TIFIA Debt Service Sub-Account and any Pari Passu Debt Service Sub-Account, as applicable, until the amounts on deposit in such accounts (excluding any amounts on deposit therein that will be transferred out of such accounts by the Collateral Agent in accordance with clauses "First" and "Second" of Section 5.03(b) on the next Payment Date for the payment of interest, principal and any other fees, costs, expenses and other amounts then due and payable on the applicable Secured Obligations on such Payment Date) are sufficient to satisfy the Other Revenue Transfer Conditions set forth in clause (a) of the definition thereof for the next succeeding Payment Period after the current Payment Period. Fourth, on any Transfer Date occurring in June or December, on a pari passu basis, deposits to the TIFIA Debt Service Reserve Sub-Account and any Pari Passu Debt Service Reserve Sub- Account, as applicable, until the amounts on deposit in such accounts (excluding any amounts on deposit therein that will be transferred out of such accounts by the Collateral Agent in accordance with clauses "First" and "Second" of Section 5.03(b) on the next Payment Date for the payment of interest and principal then due and payable on the applicable Secured Obligations on such Payment Date) are sufficient to satisfy the Other Revenue Transfer Conditions set forth in clause (b) of the definition thereof for the next succeeding Payment Period after the current Payment Period. Fifth, if a mandatory prepayment or mandatory redemption under any Secured Obligation is then due and payable, to the Mandatory Prepayment Account to make payments in respect of mandatory prepayments and mandatory redemptions of the outstanding Secured Obligations solely to the extent not payable from amounts on deposit in another Project Account pursuant to the terms hereof (collectively, the "Mandatory Payments") in an amount equal to the total aggregate amount of such Mandatory Payments then due and payable in respect of such Secured Obligations; Sixth, if any Permitted Subordinated Loans are outstanding, to any sub-account of the Revenue Account established for the payment of interest on Permitted Subordinated Loans (if any), an amount not to exceed (together with amounts then on deposit therein) the interest then due and payable on any outstanding Permitted Subordinated Loans plus any other amounts required to be deposited in accordance with the relevant financing documents; provided, that on each Interest Payment Date, amounts on deposit in such sub-account shall be transferred by the Collateral Agent for the payment of interest then due and payable on such Permitted Subordinated Loans; and Seventh, if any Permitted Subordinated Loans are outstanding, to any sub-account of the Revenue Account established for the payment of principal on Permitted Subordinated Loans (if any), an amount not to exceed (together with amounts then on deposit therein) the principal then due and payable on any outstanding Permitted Subordinated Loans plus any other amounts required to be deposited in accordance with the relevant financing documents; provided, that on each Principal Payment Date, amounts on deposit in such sub-account shall be transferred by the Collateral Agent for the payment of the principal then due and payable on such Permitted Subordinated Loans. (c) If, on the date of any withdrawal or transfer from the Revenue Account for payment pursuant to any of clauses "First" through "Seventh" of Section 5.03(b), the amount required to be withdrawn and transferred from the Revenue Account pursuant to such clause exceeds the amount then on deposit in or credited to the Revenue Account after the withdrawals and transfers made pursuant to all applicable preceding clauses are completed, the amount on deposit in or credited to the Revenue Account at the time of application pursuant to such clause shall be transferred pro rata to each of the Persons (or Project Accounts) specified in such clause based on the respective amounts owed to such Persons (or otherwise required to be transferred) pursuant to such clause (including, upon and following the occurrence of a Bankruptcy Related Event) based on outstanding principal, as of such date of withdrawal or transfer); provided that (i) the payments described in this paragraph shall be applied in accordance with the payment priorities set forth in Section 5.03(b) and (ii) the payments due at a particular level of the waterfall set forth in Section 5.03(b) shall be made in full before any payment is made at the next level. (d) For the avoidance of doubt, after application of funds in the Revenue Account on any Transfer Date or any other specified date pursuant to Section 5.03(b), to the extent any funds remain in the Revenue Account, such funds shall be transferred by the Collateral Agent to the Borrower. (e) To the extent that the balance of funds on deposit in any Project Account with a required minimum balance exceeds such required minimum balance as of any Transfer Date, such excess funds will be transferred to the Revenue Account for application as contemplated by this Section 5.03. (f) If, as of the second day of any Payment Period, LTF Funds on deposit in the Senior Debt Service Account (or the applicable sub-accounts thereunder), the TIFIA Debt Service Reserve Sub-Account, or any Pari Passu Debt Service Reserve Sub-Account are not sufficient to satisfy each of the Other Revenue Transfer Conditions, the Borrower shall promptly (and in any case within five

Revenue Account. (a) The Borrower and following amounts shall be deposited into the Security Agent have established Revenue Account directly, or if received by either Obligor, as soon as practicable upon receipt, in either case in accordance with this Section 6.5(a): (i) all Project Revenues received by either Obligor; (ii) any proceeds received from the sale of assets related to the Project (other than Assets Specifically Held for Resale or sales of the ownership interest in, or assets owned by, Unrestricted Subsidiaries) by the Subsidiary Guarantor in accordance with the Securities Intermediary an account entitled terms of the “Stetson Revenue Account” Finance Documents; (account number 0000000iii) (the “Revenue Account”). Except except as otherwise set forth provided in Section 3.3, all Loss Proceeds, proceeds received in connection with a Title Event or proceeds received in connection with a PPA Buy-Out as received by either Obligor; and (iv) any income from the investment of Monies on deposit in or credited to any of the Depositary Accounts pursuant to Section 6.8. If any of the foregoing amounts required to be deposited with the Depositary Bank in accordance with the terms of this AgreementIndenture are received by either Obligor or any Affiliate thereof, the Borrower such Obligor shall (and the Borrower or shall cause each Project Company to) any such Affiliate to hold such payments in trust for the Collateral Agent and shall promptly remit such payments to the Depositary Bank for deposit in the Revenue Account all cash amounts held by or paid to in the Borrower form received (with any necessary endorsements). (b) The Collateral Agent and each Project Company), including without limitation, Obligor hereby irrevocably authorize the Depositary Bank to make withdrawals and transfers of Monies (i) any and all distributions and other payments to which the Borrower is entitled under the Borrower LLC Agreement, (ii) all Project Revenues paid to the Borrower or any Project Company under any Project Documents or otherwise, (iii) all proceeds of any equity contribution funded by all Affiliated Participants, (iv) all proceeds of any business interruption insurance received by the Borrower or any Project Company via wire transfer or otherwise in respect the discretion of the Projects, and (v) transfers from other Collateral Accounts in accordance with this Section 6; provided, however, that (x) all Government Grant proceeds received from the Governmental Authority shall be deposited in the Government Grant Proceeds Account pursuant to Section 6(gDepositary Bank), (y) all proceeds of insurance (other than proceeds of business interruption insurance) shall be deposited in the Loss Proceeds Account pursuant to Section 6(f), and (z) all proceeds paid to the Borrower extent then on deposit in or any Project Company related credited to the Permitted Transmission Line Transfer shall be deposited in Revenue Account, upon the Gen Lead Account pursuant to Section 6(j). So long as no Event delivery of Default has occurred and is continuing or will occur upon giving effect an Officer's Certificate of the Issuer to the application described below, funds in Depositary Bank setting forth the Monies to be withdrawn from the Revenue Account and the Monies to be transferred pursuant to this clause (b); provided that no Monies shall be applied withdrawn and transferred from the Revenue Account to make any Restricted Payments unless permitted pursuant to the terms of Section 6.7. (c) Each Obligor shall be permitted to establish one local account in the locality of the Project (or as otherwise deemed appropriate by internal account transfer each Obligor in its reasonable business judgment) or in the locality of the principal executive office of either Obligor which may be funded with amounts transferred from the Revenue Account; provided that the amounts on deposit therein shall in no event exceed an amount equal to sixty (60) days of Operating and Maintenance Expenses (as reasonably projected by the Securities Intermediary at Obligors); provided further that each Obligor shall be permitted to establish certain accounts required pursuant to the direction terms of the Security Agent and Project Documents in effect as of the BorrowerClosing Date. Notwithstanding anything herein to the contrary, in each case at Unrestricted Subsidiary or the following times and Issuer on behalf of each Unrestricted Subsidiary shall be permitted to establish one local account in the following order location deemed appropriate by the Issuer or such Unrestricted Subsidiary in its reasonable business judgment; provided that the amounts on deposit therein shall consist solely of priority:revenues or other income of such Unrestricted Subsidiary.

Revenue Account. (a) The Borrower and Borrowers shall cause the Security Agent have established with following amounts to be paid into the Securities Intermediary an account entitled the “Stetson Revenue Account” : (account number 0000000i) all Cash Flow; (ii) all funds on deposit in or standing to the “Revenue Account”). Except credit of the Liquidated Damages Account on the Conversion Date; (iii) except as otherwise set forth in Section 8.18(a)(ii) (Extraordinary Proceeds Account), all proceeds from the sale or disposition of any assets of any Borrower; (iv) any other income received by or on behalf of any Borrower that is not required to be deposited in or credited to another Project Account, or applied directly to the Obligations, in accordance with this Agreement; and (v) amounts transferred to the Revenue Account pursuant to Sections 8.12(b) and (d) (Commodity Hedging Reserve Account) and Sections 8.18(b)(i), (c)(i) and (d)(i) (Extraordinary Proceeds Account). (b) Unless a Notice of Suspension is in effect or an Event of Default would occur after giving effect to any application of funds contemplated hereby, upon receipt of a Revenue Account Withdrawal Certificate duly executed by a Financial Officer of the Borrowers’ Agent, the Borrower shall (and Accounts Bank shall, in accordance with the Borrower shall directions set forth therein, cause each Project Company to) deposit funds held in the Revenue Account all cash to be withdrawn or transferred to pay the following amounts held by or paid to on the Borrower (and each Project Company), including without limitation, dates indicated below: (i) first, (A) on each Monthly Date, to the Operating Account, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as required to pay Operation and Maintenance Expenses that, in each such case, are or will become due and payable in accordance with the Operating Budget for the Project during the immediately succeeding calendar month (less any Cargill Setoff Amount for such period) and all distributions for which insufficient funds are available for the payment thereof in the Operating Account; provided, that the amount of such transfer of funds (when taken together with any Cargill Setoff Amount for such calendar month) does not exceed by more that ten percent (10%) the amount projected for Operation and other payments Maintenance Expenditures in the then-current Operating Budget for the Project for the month for which such funds are requested, or (B) on any date when a Margin Call Payment is due and payable, to which the Borrower is entitled under extent that adequate funds are not available in the Borrower LLC AgreementCommodity Hedging Reserve Account and the Working Capital Reserve Account to fund such Margin Call Payment, to Cargill in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate as required for such Margin Call Payment; (ii) all Project Revenues paid second, on each Monthly Date, to the Borrower Maintenance Capital Expense Account, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as necessary to pay Maintenance Capital Expenses that, in each such case, are or will become due and payable during the immediately succeeding calendar month in accordance with the Operating Budget for the Project and for which insufficient funds are available for the payment thereof in the Maintenance Capital Expense Account; provided, that such transfer shall require the approval of the Independent Engineer if (A) such Maintenance Capital Expenses are incurred or to be incurred for compliance with any Environmental Law or other applicable Law and, taken together with all previous transfers to the Maintenance Capital Expense Account pursuant to this clause (A) during a period of twelve (12) consecutive months, would exceed, in the aggregate, five million Dollars ($5,000,000) for any one Plant or (B) such Maintenance Capital Expenses are for any other purpose and, taken together with all previous transfers to the Maintenance Capital Expense Account pursuant to this clause (B) during a period of twelve (12) consecutive months, would exceed, in the aggregate, one million Dollars ($1,000,000) for any one Plant; and provided, further, that such transfers do not exceed by more that ten percent (10%) the amount projected for Maintenance Capital Expenses in the then-current Operating Budget for the Project Company under any Project Documents or otherwise, for such immediately succeeding calendar month; (iii) all proceeds third, on each Monthly Date prior to the Conversion Date, to the extent permitted under Section 7.01(g)(v) (Affirmative Covenants -Use of any equity contribution funded Proceeds and Cash Flow), to the relevant Construction Account in the amount certified by all Affiliated Participants, the Borrowers’ Agent in such Revenue Account Withdrawal Certificate as necessary to pay Project Costs due and owing during the immediately succeeding calendar month; (iv) all proceeds fourth, on each Monthly Date during a Working Capital Trigger Period: (A) during the first twelve (12) months following the commencement of any business interruption insurance received by Working Capital Trigger Period, to the Borrower Working Capital Reserve Account in an amount equal to the lesser of (x) one million seven hundred thousand Dollars ($1,700,000) and (y) the difference between the Working Capital Reserve Required Amount and the funds on deposit in or any Project Company or otherwise in respect standing to the credit of the ProjectsWorking Capital Reserve Account on such transfer date; provided, that if less than one million seven hundred thousand Dollars ($1,700,000) was available for such transfer on any Monthly Date, on the immediately succeeding Quarterly Payment Date the amount transferred pursuant to this priority fourth shall be equal to the lesser of (x) the amount such that all transfers made pursuant to this priority fourth during the Quarterly Period ending on such Quarterly Payment Date are equal to five million Dollars ($5,000,000) and (y) the difference between the Working Capital Reserve Required Amount and the funds on deposit in or standing to the credit of the Working Capital Reserve Account on such transfer date; and (B) at any other time during a Working Capital Trigger Period, to the Working Capital Reserve Account in an amount equal to the difference between the Working Capital Reserve Required Amount and the funds on deposit in or standing to the credit of the Working Capital Reserve Account on such transfer date; (v) transfers from other Collateral fifth, on each Monthly Date, to the Commodity Hedging Reserve Account in an amount equal to the difference between the Commodity Hedging Reserve Requirement and the funds on deposit in or standing to the credit of the Commodity Hedging Reserve Account on such transfer date; (vi) sixth, on any date when due and payable, to the Administrative Agent, for the account of the Senior Secured Parties, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent as necessary to pay Fees, costs and expenses with respect to the Loans; (vii) seventh, on any date when due and payable, to the Administrative Agent, for the account of the Senior Secured Parties, in accordance the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent as necessary to pay any interest with this Section 6; providedrespect to the Loans and any fees, howeverexpenses or Net Swap Payments owing to any Interest Rate Protection Provider; (viii) eighth, that on each Quarterly Payment Date, to pay, to the Administrative Agent, for the account of the Senior Secured Parties, on a pro rata basis, the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent as the principal amounts due and payable with respect to each of the Loans and the Swap Termination Payments then due and payable by the Borrowers with respect to any Interest Rate Protection Agreements; (ix) ninth, on each Monthly Date, to the Debt Service Reserve Account, in the amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent as equal to the difference between the Debt Service Reserve Requirement and the funds on deposit in or standing to the credit of the Debt Service Reserve Account on such transfer date; (x) all Government Grant proceeds received from tenth, after the Governmental Authority shall be deposited in the Government Grant Proceeds Account pursuant to Section 6(g), (y) all proceeds of insurance (other than proceeds of business interruption insurance) shall be deposited in the Loss Proceeds Account pursuant to Section 6(f), Conversion Date and (z) all proceeds paid to the Borrower or any Project Company related to the Permitted Transmission Line Transfer shall be deposited in the Gen Lead Account pursuant to Section 6(j). So long as provided that no Event of Default has occurred and is continuing or will occur upon giving effect continuing, on each Quarterly Payment Date, to ASA Biofuels in the amount certified by an Authorized Officer of the Borrowers’ Agent in such Revenue Account Withdrawal Certificate (and confirmed in writing by the Administrative Agent) as Current Priority Subordinated Interest for the Quarterly Period ending on such Quarterly Payment Date; (xi) eleventh, after the Conversion Date has occurred, on each Quarterly Payment Date to the Administrative Agent, in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent, for application described below, funds as a prepayment of the Term Loans in accordance with Section 3.09 (Mandatory Prepayment) in an amount equal to forty percent (40%) of the cash remaining in the Revenue Account after the transfer required pursuant to priority tenth, if any; (xii) twelfth, after the Conversion Date has occurred, on each Quarterly Payment Date, in an amount certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate and confirmed in writing by the Administrative Agent, to ASA Biofuels (or, if required to be paid directly to any taxing authority, to such taxing authority) for payment of the Federal Tax Distribution Amount and the State Tax Distribution Amount for the Fiscal Quarter ending on such Quarterly Payment Date; (xiii) thirteenth, after the Conversion Date has occurred, on each Quarterly Payment Date, to the Administrative Agent, in the amount certified by the Borrowers in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent, for application as a prepayment of the Term Loans in accordance with Section 3.09 (Mandatory Prepayment) in an amount such that after such prepayment the then-outstanding principal amount of the Term Loans is equal to the Target Balance Amount for such Quarterly Payment Date; (xiv) fourteenth, after the Conversion Date has occurred, on each Quarterly Payment Date if the Historical Debt Service Coverage Ratio as of such Quarterly Payment Date is less than 1.5:1, to the Administrative Agent, in an amount equal to one hundred percent (100%) of the funds on deposit in or standing to the credit of the Revenue Account after the transfer required to be made pursuant to priority thirteenth, for application as a prepayment of the Term Loans in accordance with Section 3.09 (Mandatory Prepayment); (xv) fifteenth, on each Quarterly Payment Date after July 1, 2009, if a VEETC Event has occurred and is continuing, as certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent, to the VEETC Sub-Account if no Mandatory Prepayment has been made pursuant to priority level fourteenth and if the aggregate total amount of the prepayments made pursuant to priority levels eleventh and thirteenth is in an amount less than seventy-five percent (75%) of Cash Flow remaining after all payments required to be made at priority level tenth have been made, then the lesser of (1) thirty-five percent (35%) of Cash Flow remaining after priority level tenth and (2) an amount equal to the difference between (x) seventy-five percent (75%) of Cash Flow remaining after the payments required to be made at priority level tenth have been made and (y) the amount of the prepayments made pursuant to priority level eleventh and thirteenth; provided, that after any such transfer the aggregate of all amounts on deposit in and standing to the credit of the VEETC Sub-Account shall not exceed the aggregate outstanding principal amount of the Loans; (xvi) sixteenth, after the Conversion Date has occurred, on each Quarterly Payment Date, as certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent, to the Prepayment Holding Account, if the Historical Debt Service Coverage Ratio as of such calculation date is greater than or equal to 1.5:1 and the Prospective Debt Service Coverage Ratio as of such calculation date is less than 1.5:1, all amounts standing to the credit of the Revenue Account after the transfer required pursuant to priority fifteenth; and (xvii) seventeenth, on each Quarterly Payment Date, as certified by the Borrowers’ Agent in such Revenue Account Withdrawal Certificate or otherwise instructed in writing to the Accounts Bank by the Administrative Agent, if the Swap Termination Value of all Permitted Commodity Hedging Arrangements outstanding on such date exceeds eighty percent (80%) of the Net Cargill Receivables on any such date, the Swap Exposure Sweep Amount, as certified by the Borrowers’ Agent and confirmed in writing by the Administrative Agent in the Revenue Account Withdrawal Certificate, shall be applied deposited in the Commodity Hedging Reserve Account; and (xviii) eighteenth, after the Conversion Date and provided that no Event of Default has occurred and is continuing, on each Quarterly Payment Date, to ASA Biofuels in the amount certified by internal account transfer an Authorized Officer of the Borrowers’ Agent in such Revenue Account Withdrawal Certificate (and confirmed in writing by the Securities Intermediary Administrative Agent) as equal to Deferred Priority Subordinated Interest as of such Quarterly Payment Date; (xix) nineteenth, after the Conversion Date and subject to the satisfaction of the conditions set forth in Section 7.02(s) (Negative Covenants - Restricted Payments), in the amounts certified by the Borrowers in a Restricted Payment Certificate by an Authorized Officer of the Borrowers’ Agent, to pay any amounts due under Sections 5.3.2, 6.5.6 and 19.4.1 of the Design Build Contracts; and (xx) twentieth, after the Conversion Date and subject to the satisfaction of the conditions set forth in Section 7.02(s) (Negative Covenants - Restricted Payments), to ASA Biofuels in the amount certified by the Borrowers in a Restricted Payment Certificate by an Authorized Officer of the Borrowers’ Agent. (c) If a Notice of Suspension has been delivered to the Accounts Bank and until such Notice of Suspension has been withdrawn by the Collateral Agent or if the Loans are accelerated, or if the Accounts Bank has been notified in writing that a Notice of Suspension would be able to be delivered after giving effect to any application of funds contemplated hereby, the Accounts Bank shall, at the written direction of the Security Agent and Collateral Agent, withdraw funds held in the Borrower, in each case at Revenue Account to pay the following times amounts on the days indicated: (i) from time to time on any date, to reimburse the Senior Secured Parties for all costs and expenses incurred by or on behalf of the Senior Secured Parties in connection with the following order Default or Event of priority:Default that has occurred and is continuing; and (ii) from time to time on any date, to any Person as the Collateral Agent may direct.