Common use of Revenue Account Clause in Contracts

Revenue Account. (a) The Company shall cause the following amounts to be deposited into the Revenue Account directly, or if received by the Company, as soon as practicable upon receipt, in either case in accordance with this Section 3.01(a): (i) all Project Revenues; and (ii) all amounts required to be transferred to the Revenue Account from any other Collateral Account as contemplated in accordance with this Agreement. If any of the foregoing amounts required to be deposited with the Depositary in accordance with the terms of this Agreement are received by the Company (or any Affiliate of the Company), the Company 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 into the Revenue Account, in the form received, with any necessary endorsements. (b) In the event the Depositary receives monies without adequate instruction with respect to the proper Collateral Account into which such monies are to be deposited, the Depositary shall deposit such monies into the Revenue Account and segregate such monies from all other amounts on deposit in the Revenue Account and notify the Company of the receipt of such monies. Upon receipt of written instructions from the Company, so long as no Default or Event of Default shall have occurred and is continuing, the Depositary shall transfer such monies from the Revenue Account to the Collateral Account specified by such instructions. (c) The Company hereby irrevocably authorizes the Depositary to make withdrawals and transfers of monies on each date specified in Sections 3.01(c) below on which monies need to be applied (the “Transfer Date”) (via wire transfer or by internal transfer between Collateral Accounts, if 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of the Company by the Depositary three (3) Business Days prior to the Transfer Date, setting forth the amounts to be withdrawn from the Revenue Account and the amounts to be transferred pursuant to this Section 3.01(c) pursuant to the terms of this Agreement in the following order of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 delivered at least three (3) Business Days prior to such Funding Date: (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 the Company for Operating and Maintenance Expenses during the Funding Period commencing on such Funding Date but prior to the next 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 next Funding Date (as specified in the Withdrawal Certificate) to each of the Depositary and Ormat and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Date; (2) Second, on each Funding Date, to the Reserve Account, the amounts as set forth in the Withdrawal Certificate delivered at least three (3) Business Days prior to such Funding Date, in respect of taxes, insurance and other amounts set forth in the Withdrawal Certificate and included in the then applicable Operating Budget: (3) Third, on each Funding Date, an amount sufficient to pay amounts then due and owing, if any, under the EPC Contract to Ormat (it being understood that payments in respect of the Advance Amount (and the corresponding amount under the EPC Contract) or any interest thereon shall not be required to be made by the Company under this clause (3)); and (4) Fourth, on each Funding Date, after making each applicable withdrawal and transfer specified in Sections 3.01(c)(1), (2) and (3) above, to the Company, an amount equal to the amount (if any) that remains in the Revenue Account on such Funding Date; provided that no amounts shall be transferred to the Company pursuant to this clause Fourth during the continuance of a Step in Event (Grant) under the Credit Agreement.

Revenue Account. (a) The Company shall cause Each of the following amounts Borrowers and each other Loan Party acknowledges and confirms that, on or before the date hereof and pursuant to be deposited into the Revenue terms of this Agreement, Xxxxx Timberland has established and will maintain one or more accounts at a Domestic Account directly, or if received by Bank for the Companybenefit of the Administrative Agent, as soon first priority secured party for the benefit of the Lender Parties, to serve as practicable upon receiptthe “Revenue Account” (said account or accounts, in either case in accordance with this Section 3.01(a): (i) all Project Revenues; and (ii) all amounts required to be transferred to and any account or accounts replacing the Revenue Account from any other Collateral Account as contemplated same in accordance with this Agreement, collectively, the “Revenue Account”). If any Xxxxx Timberland shall cause and direct all amounts that are payable to it, including under the Master Stumpage Agreement from the harvesting of Timber, lease revenues, Net Collateral Disposition Proceeds in excess of Cost Basis Collateral Disposition Proceeds, the foregoing amounts Cost Basis Collateral Disposition Proceeds (to the extent such Cost Basis Collateral Disposition Proceeds are not required to be deposited with applied to prepay the Depositary in accordance with the terms of this Agreement are received by the Company (or any Affiliate outstanding principal amount of the CompanyLoans pursuant to clause (b) of Section 3.1.2), payments under the Company shall LTC Lease Support Agreement (or other than LTC Lease Disposition Proceeds), Timber Lease Termination Proceeds (to the extent such Timber Lease Termination Proceeds are not required to be applied to prepay the outstanding principal amount of the Loans pursuant to clause (b) of Section 3.1.2) and all other revenues from the ownership and operation of the Collateral to be deposited directly in the form received into the Revenue Account. Xxxxx HBU shall cause any such Affiliate to) hold such payments and direct all amounts that are payable to it, including lease revenues, Net Collateral Disposition Proceeds in trust for excess of Cost Basis Collateral Disposition Proceeds, the Depositary and shall promptly remit such payments Cost Basis Collateral Disposition Proceeds (to the Depositary for deposit extent such Cost Basis Collateral Disposition Proceeds are not required to be applied to prepay the outstanding principal amount of the Loans pursuant to clause (b) of Section 3.1.2) and all other revenues from the ownership and operation of the Collateral to be deposited directly in the form received into the Revenue Account. Xxxxx TRS Subsidiary shall pay directly into the Revenue Account, as and when due, all amounts owing by it to Xxxxx Timberland pursuant to the Master Stumpage Agreement or otherwise. Xxxxx Timberland, Xxxxx HBU and each other Loan Party represents, warrants and covenants that except for the Revenue Account, the Interest Reserve Account, the Xxxxx TRS Subsidiary Account, the Receipt Account, the Expense Account and the Working Capital Account, there are no other accounts into which revenues from the ownership and operation of the Collateral are deposited or held. So long as any Obligations shall be outstanding, none of Xxxxx Timberland, Xxxxx HBU or any other Loan Party shall open any accounts for the deposit of revenues from the ownership and operation of the Collateral other than the accounts listed in the form receivedimmediately preceding sentence. Xxxxx Timberland and the other Loan Parties acknowledge that the Domestic Account Bank may comply with instructions originated by the Administrative Agent without further consent by any of Xxxxx Timberland or the other Loan Parties. All funds, with any necessary endorsements. (b) In the event the Depositary receives monies without adequate instruction with respect investment property, security entitlements and other financial assets of Xxxxx Timberland and Xxxxx HBU which are deposited in or credited to the proper Collateral Account into which such monies are to be deposited, the Depositary shall deposit such monies into the Revenue Account and segregate such monies from all other amounts on deposit in may at the Revenue Account and notify the Company direction of the receipt of such monies. Upon receipt of written instructions from the CompanyXxxxx Timberland, so long as if no Default or Event of Default shall have has occurred and is continuing, be invested in one or more Cash Equivalent Investments; provided, that under no circumstances shall the Depositary shall transfer such monies from the Revenue Account to the Collateral Account specified Lender Parties be liable for any losses that may be incurred by such instructions. (c) The Company hereby irrevocably authorizes the Depositary to make withdrawals and transfers of monies on each date specified in Sections 3.01(c) below on which monies need to be applied (the “Transfer Date”) (via wire transfer Xxxxx Timberland or by internal transfer between Collateral Accounts, if applicable) to the extent then available Xxxxx HBU in the Revenue Account and not segregated in a separate sub-account thereof or otherwise for making of any specific purpose, upon the receipt of a Withdrawal Certificate of the Company by the Depositary three (3) Business Days prior to the Transfer Date, setting forth the amounts to be withdrawn from the Revenue Account and the amounts to be transferred pursuant to this Section 3.01(c) pursuant to the terms of this 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 delivered at least three (3) Business Days prior to such Funding Date: (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 the Company for Operating and Maintenance Expenses during the Funding Period commencing on such Funding Date but prior to the next 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 next Funding Date (as specified in the Withdrawal Certificate) to each of the Depositary and Ormat and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Date; (2) Second, on each Funding Date, to the Reserve Account, the amounts as set forth in the Withdrawal Certificate delivered at least three (3) Business Days prior to such Funding Date, in respect of taxes, insurance and other amounts set forth in the Withdrawal Certificate and included in the then applicable Operating Budget: (3) Third, on each Funding Date, an amount sufficient to pay amounts then due and owing, if any, under the EPC Contract to Ormat (it being understood that payments in respect of the Advance Amount (and the corresponding amount under the EPC Contract) or any interest thereon shall not be required to be made by the Company under this clause (3)); and (4) Fourth, on each Funding Date, after making each applicable withdrawal and transfer specified in Sections 3.01(c)(1), (2) and (3) above, to the Company, an amount equal to the amount (if any) that remains in the Revenue Account on such Funding Date; provided that no amounts shall be transferred to the Company pursuant to this clause Fourth during the continuance of a Step in Event (Grant) under the Credit AgreementCash Equivalent Investments.

Revenue Account. (a) The Company shall cause the following amounts to be deposited into the Revenue Account directly, or if received by the Company, as soon as practicable upon receipt, in either case in accordance with this Section 3.01(a): (i) all Project Revenues; and (ii) all amounts required to be transferred to the Revenue Account from any other Collateral Account as contemplated in accordance with this Agreement. If any of the foregoing amounts required to be deposited with the Depositary in accordance with the terms of this Agreement are received by the Company (or any Affiliate of the Company), the Company 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 into the Revenue Account, in the form received, with any necessary endorsements. (b) In the event the Depositary receives monies without adequate instruction with respect to the proper Collateral Account into which such monies are to be deposited, the Depositary shall deposit such monies into the Revenue Account and segregate such monies from all other amounts on deposit in the Revenue Account and notify the Company of the receipt of such monies. Upon receipt of written instructions from the Company, so long as no Default or Event of Default shall have occurred and is continuing, the Depositary shall transfer such monies from the Revenue Account to the Collateral Account specified by such instructions. (c) The Company hereby irrevocably authorizes the Depositary to make withdrawals and transfers of monies on each date specified in Sections 3.01(c) below on which monies need to be applied (the “Transfer Date”) (via wire transfer or by internal transfer between Collateral Accounts, if 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 Company by the Depositary three (3) Business Days prior to the Transfer Date, setting forth the amounts to be withdrawn from the Revenue Account and the amounts to be transferred pursuant to this Section 3.01(c) pursuant to the terms of this 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 delivered at least three (3) Business Days prior to such Funding Date: (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 the Company for Operating and Maintenance Expenses during the Funding Period commencing on such Funding Date but prior to the next 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 next Funding Date (as specified in the Withdrawal Certificate) to each of the Depositary and Ormat and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Date; (2) Second, on each Funding Date, to the Reserve Account, the amounts as set forth in the Withdrawal Certificate delivered at least three (3) Business Days prior to such Funding Date, in respect of taxes, insurance and other amounts set forth in the Withdrawal Certificate and included in the then applicable Operating Budget: (3) Third, during the Company Cash Sweep Period, on each Funding Date, an amount sufficient to pay amounts then due and owing, if any, under the EPC Contract to Ormat (it being understood that payments in respect of the Advance Amount (and the corresponding amount under the EPC Contract) or any interest thereon shall not be required to be made by the Company under this clause (3during the Company Cash Sweep Period)); and; (4) Fourth, on each Funding DateDate during the Company Cash Sweep Period, after making each applicable withdrawal and transfer specified in Sections 3.01(c)(1), (2) and (3) above, to the Company, an amount equal to the amount (if any) that remains in the Revenue Account on such Funding Date; provided that (X) no amounts that have been transferred into the Revenue Account from the Loss Proceeds Account during the Company Cash Sweep Period shall be transferred to the Company pursuant to this clause Fourth and (Y) no amounts shall be transferred to the Company pursuant to this clause Fourth during the continuance of a Step in Event (Grant) under the Credit Agreement.; (5) Fifth, during the Interest Payment Period, as set forth in a notice from Ormat to Depositary delivered at least one (1) Business Day prior to such Transfer Date, to Ormat, an amount which equals the interest on the Advance Amount becoming due and payable on such Transfer Date; and

Revenue Account. (a) The Company shall cause Each of the following amounts Borrowers and each other Loan Party acknowledges and confirms that, on or before the date hereof and pursuant to be deposited into the Revenue terms of this Agreement, Xxxxx Timberland has established and will maintain a deposit account at the Domestic Account directly, or if received by Bank for the Companybenefit of the Administrative Agent, as soon first priority secured party for the benefit of the Lender Parties, to serve as practicable upon receiptthe “Revenue Account” (said account, in either case and any account replacing the same in accordance with this Agreement, the “Revenue Account”). Xxxxx Timberland shall cause and direct all amounts that are payable to it, including under the Master Stumpage Agreement from the harvesting of Timber, lease revenues, Net Collateral Disposition Proceeds in excess of Cost Basis Collateral Disposition Proceeds, payments under the LTC Lease Support Agreement (other than LTC Lease Disposition Proceeds), Timber Lease Termination Proceeds (to the extent such Timber Lease Termination Proceeds are not required to be applied to prepay the outstanding principal amount of the Loans pursuant to clause (b) of Section 3.01(a3.1.2) and all other revenues from the ownership and operation of the Collateral to be deposited directly in the form received into the Revenue Account. Xxxxx HBU shall cause and direct all amounts that are payable to it, including lease revenues, Net Collateral Disposition Proceeds in excess of Cost Basis Collateral Disposition Proceeds and all other revenues from the ownership and operation of the Collateral to be deposited directly in the form received into the Revenue Account. Xxxxx TRS Subsidiary shall pay directly into the Revenue Account, as and when due, all amounts owing by it to Xxxxx Timberland pursuant to the Master Stumpage Agreement or otherwise. Xxxxx Timberland, Xxxxx HBU and each other Loan Party represents, warrants and covenants that except for the Revenue Account, the Interest Reserve Account, the Xxxxx TRS Subsidiary Account, the Receipt Account, the Expense Account and the Working Capital Account, there are no other accounts into which revenues from the ownership and operation of the Collateral are deposited or held. So long as any Obligations shall be outstanding, none of Xxxxx Timberland, Xxxxx HBU or any other Loan Party shall open any accounts for the deposit of revenues from the ownership and operation of the Collateral other than the accounts listed in the immediately preceding sentence. Xxxxx Timberland and the other Loan Parties acknowledge that the Domestic Account Bank may comply with instructions originated by the Administrative Agent without further consent by any of Xxxxx Timberland or the other Loan Parties. Funds of Xxxxx Timberland and Xxxxx HBU which are deposited in the Revenue Account may at the direction of Xxxxx Timberland, if no Default or Event of Default has occurred and is continuing, be invested in one or more Cash Equivalent Investments; provided, that under no circumstances shall the Lender Parties be liable for any losses that may be incurred by Xxxxx Timberland or Xxxxx HBU in the making of any such Cash Equivalent Investments. (b) To secure the full and punctual payment and performance of all the Obligations, Xxxxx Timberland hand each of the other Loan Parties hereby grant to the Administrative Agent, for the benefit of the Lender Parties, a first priority continuing security interest in and to all of Xxxxx Timberland’s right, title and interest in, to and under the following property, whether now owned or existing or hereafter acquired or arising and regardless of where located (all of the same, collectively, the “Revenue Account Collateral”): (i) The Revenue Account and all Project Revenues; andcash, checks, drafts, certificates and instruments, if any, from time to time deposited or held in the Revenue Account, including, without limitation, all deposits or wire transfers made to the Revenue Account; (ii) any and all amounts required to be transferred to the Revenue Account from any other Collateral Account as contemplated in accordance with this Agreement. If any of the foregoing amounts required to be deposited with the Depositary in accordance with the terms of this Agreement are received by the Company (or any Affiliate of the Company), the Company 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 into the Revenue Account, in the form received, with any necessary endorsements. (b) In the event the Depositary receives monies without adequate instruction with respect to the proper Collateral Account into which such monies are to be deposited, the Depositary shall deposit such monies into the Revenue Account and segregate such monies from all other amounts on deposit in the Revenue Account that are invested in Cash Equivalent Investments; (iii) all interest, dividends, cash, instruments and notify the Company other property from time to time received, receivable or otherwise payable in respect of, or in exchange for, any or all of the receipt foregoing; and (iv) to the extent not covered by clauses (a), (b) or (c), all “proceeds” (as defined under the U.C.C.) of any or all of the foregoing. The Administrative Agent and the Domestic Account Bank, as agent for the Administrative Agent on behalf of the Lender Parties, shall have with respect to the foregoing collateral, in addition to the rights and remedies herein set forth, all of the rights and remedies available to a secured party under the U.C.C., as if such monies. Upon receipt of written instructions from rights and remedies were fully set forth herein. (c) In addition to the Companyrights and remedies provided in Article VIII and elsewhere herein, so long as no Default or if any Event of Default shall have has occurred and is continuing, the Depositary Administrative Agent shall transfer such monies from have all rights and remedies pertaining to the Revenue Account Collateral as are provided for in any of the Loan Documents, the U.C.C. and other applicable Law. Without limiting the foregoing, upon and at all times after the occurrence and during the continuance of any Event of Default, the Administrative Agent in its sole and absolute discretion, may use the Revenue Account Collateral (or any portion thereof) for any purpose, including but not limited to any combination of the following: (i) payment of any of the Obligations, in the order set forth in Section 8.7; provided, that such application of funds shall not cure or be deemed to cure any Default or Event of Default but shall reduce the Obligations to the Collateral Account specified by extent of any such instructionsrepayment; and (ii) reimbursement of the Administrative Agent or any Lender for any losses or expenses (including, without limitation, reasonable legal fees) suffered or incurred as a result of such Event of Default. (cd) The Company Xxxxx Timberland and each other Loan Party hereby irrevocably authorizes constitute and appoint the Depositary Administrative Agent (and its agents and designees) as such Person’s true and lawful attorney-in-fact, coupled with an interest and with full power of substitution, to make withdrawals execute, acknowledge and transfers deliver at any time any instruments and to exercise and enforce every right, power, remedy, option and privilege of monies on each date specified in Sections 3.01(c) below on which monies need Xxxxx Timberland or any other Loan Party with respect to be applied (the “Transfer Date”) (via wire transfer or by internal transfer between Collateral Accounts, if applicable) to the extent then available in the Revenue Account Collateral, and not segregated do in a separate sub-account thereof the name, place and stead of Xxxxx Timberland or otherwise any other Loan Party, all such acts, things and deeds for and on behalf of and in the name of Xxxxx Timberland or any specific purposeother Loan Party, upon which Xxxxx Timberland or any other Loan Party is required to do hereunder or under the receipt other Loan Documents, or which the Domestic Account Bank or the Administrative Agent (or its agents or designees) may deem necessary or desirable, to more fully vest the in the Administrative Agent (or its agents or designees) the rights and remedies provided for in this Section. The foregoing powers of a Withdrawal Certificate attorney are irrevocable and coupled with an interest. Such authority in favor of the Company by the Depositary three Administrative Agent (3and its agents and designees) Business Days prior to the Transfer Date, setting forth the amounts to be withdrawn from the Revenue Account and the amounts to be transferred pursuant to this Section 3.01(cshall include the right to (i) pursuant to the terms take control in any manner of this Agreement in the following order any item 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 delivered at least three (3) Business Days prior to such Funding Date: (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 the Company for Operating and Maintenance Expenses during the Funding Period commencing on such Funding Date but prior to the next 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 next Funding Date (as specified in the Withdrawal Certificate) to each of the Depositary and Ormat and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Date; (2) Second, on each Funding Date, to the Reserve Account, the amounts as set forth in the Withdrawal Certificate delivered at least three (3) Business Days prior to such Funding Date, in respect of taxes, insurance and other amounts set forth in the Withdrawal Certificate and included in the then applicable Operating Budget: (3) Third, on each Funding Date, an amount sufficient to pay amounts then due and owing, if any, under the EPC Contract to Ormat (it being understood that payments payment in respect of the Advance Amount Revenue Account Collateral or otherwise received in or for deposit in the Revenue Account, (and ii) have access to any lockbox or postal box into which remittances from account debtors or other obligors in respect of account receivables or other proceeds of Revenue Account Collateral are sent or received, (iii) endorse Xxxxx Timberland’s name upon any items of payment in respect of account receivables or constituting Revenue Account Collateral or otherwise received by the corresponding amount under the EPC ContractAdministrative Agent (or its agents or designees) or any interest thereon shall not be required Lender and deposit the same in Revenue Account, (iv) endorse Xxxxx Timberland’s name upon any chattel paper, document, instrument, invoice or similar document or agreement relating to be made by any account receivable or any goods pertaining thereto or any other Revenue Account Collateral, including any warehouse or other receipts, or bills of lading and other negotiable or non-negotiable documents, and (e) sign Xxxxx Timberland’s name on any verification of account receivables and notices thereof to account debtors or any secondary obligors or other obligors in respect thereof. Xxxxx Timberland hereby releases the Company Administrative Agent (or its agents or designees) and the Lenders and their respective officers, employees and designees from any liabilities arising from any act or acts under this clause (3)); and (4) Fourthpower of attorney and in furtherance thereof, on each Funding Datewhether of omission or commission, after making each applicable withdrawal and transfer specified in Sections 3.01(c)(1), (2) and (3) above, to the Company, an amount equal to the amount (if any) that remains in the Revenue Account on except as a result of any such Funding Date; provided that no amounts shall be transferred to the Company Person’s or any Lender’s own gross negligence or willful misconduct as determined pursuant to this clause Fourth during the continuance a final non-appealable order of a Step in Event (Grant) under the Credit Agreementcourt of competent jurisdiction.

Revenue Account. (a) The Company shall cause the following amounts shall (subject to Section 3.08 hereof) be ---- deposited into the Revenue Account directly, or if received by the Company, as soon as practicable upon receipt, in either case in accordance with this Section 3.01(a):): ------- (i) all Project Revenues; and; (ii) to the extent amounts in any Reserve Account equal the balance required to be maintained therein under this Depositary Agreement, the income, if any, from the investment of the monies in such Account pursuant to Section 3.12; and ---- (iii) all amounts required to be transferred to the Revenue Account from any other Collateral Account as contemplated in accordance with under this Depositary Agreement. If any of the foregoing amounts required to be deposited with the Depositary Collateral Agent in accordance with the terms of this Depositary Agreement are received by the Company Issuer (or any Affiliate of the CompanyIssuer), the Company Issuer shall (or shall cause any such Affiliate to) hold such payments in trust for the Depositary Collateral Agent and shall promptly remit such payments to the Depositary for Collateral Agent deposit into in the Revenue Account, in the form received, with any necessary endorsementsendorsement. (b) In the event the Depositary Collateral Agent receives monies without adequate instruction with respect to the proper Collateral Account into in which such monies are to be deposited, the Depositary Collateral Agent shall deposit such monies into the Revenue Account and segregate such monies from all other amounts on deposit in the Revenue Account and notify the Company Issuer of the receipt of such monies. Upon receipt of written instructions from the Company, so long as no Default or Event of Default shall have occurred and is continuingIssuer, the Depositary Collateral Agent shall transfer such monies from the Revenue Account to the Collateral Account specified by such instructionsinstructions (other than the Distribution Account or the Distribution Suspense Account). (c) The Company Issuer hereby irrevocably authorizes and directs the Depositary Collateral Agent to make withdrawals and transfers of monies on each date specified in Sections 3.01(c) below on which monies need to be applied (the “Transfer Date”) Funding Date (via wire transfer or by internal transfer between Collateral AccountsAccounts and/or sub-accounts, if applicable) to the extent then available in the Revenue Account and not segregated in a separate sub-account thereof or otherwise for any specific purposeAccount, upon the receipt delivery of a Withdrawal Certificate of the Company by Issuer (or any of its duly authorized agents for such purposes) to the Depositary Collateral Agent three (3) Business Days prior to the Transfer Date, Funding Date setting forth the amounts to be withdrawn from the Revenue Account and the amounts to be transferred pursuant to this Section 3.01(chis clause (c) pursuant to the terms of this Depositary Agreement in the following order of priority, 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 delivered at least three (3) Business Days prior to such Funding Date: (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 the Company for Operating and Maintenance Expenses during the Funding Period commencing on such Funding Date but prior to the next 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 next Funding Date (as specified in the Withdrawal Certificate) to each of the Depositary and Ormat and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Date; (2) Second, on each Funding Date, to the Reserve Account, the amounts as set forth in the Withdrawal Certificate delivered at least three (3) Business Days prior to such Funding Date, in respect of taxes, insurance and other amounts set forth in the Withdrawal Certificate and included in the then applicable Operating Budget: (3) Third, on each Funding Date, an amount sufficient to pay amounts then due and owing, if any, under the EPC Contract to Ormat (it being understood that payments in respect of the Advance Amount (and the corresponding amount under the EPC Contract) or any interest thereon shall not be required to be made by the Company under this clause (3)); and (4) Fourth, on each Funding Date, after making each applicable withdrawal and transfer specified in Sections 3.01(c)(1), (2) and (3) above, to the Company, an amount equal to the amount (if any) that remains in the Revenue Account on such Funding Date; provided that no amounts shall be transferred to the Company pursuant to this clause Fourth during the continuance of a Step in Event (Grant) under the Credit Agreement.

Revenue Account. (a) The Company shall cause the following amounts to shall be deposited into the Revenue Account directly, or if received by the CompanyCE Generation or any Assignor, as soon as practicable upon receipt, in either case in accordance with this Section 3.01(a3.1(a): (i) all Project Revenues; andAvailable Cash Flow (other than Available Cash Flow required to be deposited in the Redemption Account pursuant to Section 3.5(a)) received by the Assignors; (ii) all amounts proceeds received by CE Genera tion in connection with a sale of all or any portion of its ownership interest in any Assignor (other than proceeds required to be deposited in the Redemption Account pursuant to Section 3.5(a)); (iii) all proceeds received by the Assignors in connection with a sale of all or any portion of their respective ownership interests in the Project Companies or their right to receive Available Cash Flow (other than proceeds required to be deposited in the Redemption Account pursuant to Section 3.5(a)); (iv) to the extent the Debt Service Reserve Account is fully funded or the Monies on deposit in or credited to such Account, together with any Debt Service Reserve Letter of Credit, equals the Debt Service Reserve Requirement, any income from the investment of Monies on deposit in or credited to any of the Accounts pursuant to Section 3.7; and (v) all other Monies required to be transferred to the Revenue Account from any other Collateral Account as contemplated under this Agreement or as provided in accordance with this Section 7 of the Intercreditor Agreement. If any of the foregoing amounts required to be deposited with the Depositary Bank in accordance with the terms of this Agreement are received by the Company (CE Generation, any Assignor or any Affiliate of the Company)thereof, the Company CE Generation or such Assignor shall (or shall cause any such Affiliate to) to hold such payments in trust for the Depositary Collateral Agent and shall promptly remit such payments to the Depositary Bank for deposit into in the Revenue Account, Account in the form received, received (with any necessary endorsements). (b) In the event the Depositary Bank receives monies Monies without adequate instruction with respect to the source or proper Collateral Account into in which such monies Monies are to be deposited, the Depositary Bank shall deposit such monies Monies into the Revenue Account and segregate such monies Monies from all other amounts Monies on deposit in or credited to the Revenue Account and notify CE Generation and the Company Assignors of the receipt and source of such moniesMonies. Upon receipt of written instructions from the Company, so long as no Default or Event of Default shall have occurred and is continuingCE Generation, the Depositary Bank shall transfer such monies Monies from the Revenue Account to the Collateral Account specified by in such instructionsinstructions in accordance with the terms of this Agreement. (c) The Company Collateral Agent, CE Generation and each Assignor hereby irrevocably authorizes authorize the Depositary Bank to make withdrawals and transfers of monies on each date specified in Sections 3.01(c) below on which monies need to be applied (the “Transfer Date”) Monies (via wire transfer or by internal transfer between Collateral Accountsotherwise in the discretion of the Depositary Bank), if applicable) to the extent then available on deposit in or credited to the Revenue Account and not segregated in a separate sub-account thereof or otherwise for any specific purposeAccount, upon the receipt delivery of a Withdrawal an Officer's Certificate of the Company by CE Generation (a "Funds Transfer Certificate") to the Depositary three (3) Business Days prior to the Transfer Date, Bank setting forth the amounts Monies to be withdrawn from the Revenue Account and the amounts Monies to be transferred pursuant to this Section 3.01(cclause (c) pursuant to the terms of this Agreement in the following order of priority, all in accordance with such Withdrawal Certificate: (1i) First, FIRST: Transfer on each Funding Date, Date from the Revenue Account to the Operating Account, the following amounts Persons entitled to such pay ments an amount (as set forth in such Funds Transfer Certificate) equal to the Withdrawal Certificate delivered at least three sum of (3A) Business Days all Operating and Administrative Costs of CE Generation, the Assignors and the Intermediate Holding Companies incurred on or prior to such Funding Date or reasonably expected to be incurred within the next thirty (30) days and (B) any taxes, assess ments and governmental charges or levies imposed on CE Generation, any Assignor or any Intermediate Holding Company on or prior to such Funding Date: (x) the amounts certified in the Withdrawal Certificate to be the ; provided that no Operating and Maintenance Expenses then due and payableAdministrative Costs payable to an Affiliate of any of CE Generation, any Assignor or the good faith estimate of the amounts reasonably anticipated any Intermediate Holding Company shall be paid pursuant to be due and payablethis clause (i), by the Company for other than Operating and Maintenance Expenses during Administrative Costs payable by such Affiliate to Persons other than any such Affiliate and that are incurred by such Affiliate on behalf of CE Generation, any Assignor or any Intermediate Holding Company; and provided, further that if Monies then on deposit in or credited to the Funding Period commencing Revenue Account are insufficient on such Funding Date but prior to make the transfers specified in this clause (i), transfer of Monies shall be made ratably to the next Funding Date, plus (y) any Administrative Costs then due and payable or reasonably anticipated specified recipients in accordance with the respective amounts owed to be due and payable during the Funding Period commencing on such Funding Date but prior to the next Funding Date (as specified in the Withdrawal Certificate) to each of the Depositary and Ormat and minus (z) the amounts anticipated to be on deposit in the Operating Account on such Funding Daterecipients; (2ii) SecondSECOND: After making each applicable transfer specified in clause (i) immediately above, transfer on each Funding Date, Date from the Revenue Account to the Reserve AccountDepositary Bank, the amounts Collateral Agent, the Trustee and the Debt Service Reserve LOC Provider an amount (as set forth in the Withdrawal Certificate delivered at least three (3such Funds Transfer Certificate) Business Days prior equal to all Administrative Costs due and payable to such Funding Date, in respect of taxes, insurance and other amounts set forth in the Withdrawal Certificate and included in the then applicable Operating Budget: (3) Third, on each Funding Date, an amount sufficient to pay amounts then due and owing, if any, under the EPC Contract to Ormat (it being understood that payments in respect of the Advance Amount (and the corresponding amount under the EPC Contract) or any interest thereon shall not be required to be made by the Company under this clause (3)); and (4) Fourth, on each Funding Date, after making each applicable withdrawal and transfer specified in Sections 3.01(c)(1), (2) and (3) above, to the Company, an amount equal to the amount (if any) that remains in the Revenue Account parties on such Funding Date; provided that no amounts if Monies then on deposit in or credited to the Revenue Account are insufficient on such Funding Date to make the transfers specified in this clause (ii), transfer of Monies shall be transferred made ratably to the Company pursuant specified recipients in accordance with the respective amounts owed to this clause Fourth during such recipients; (iii) THIRD: After making each applicable transfer specified in clauses (i) and (ii) immediately above, transfer on each Funding Date from the continuance Revenue Account to the Debt Payment Account an amount (as set forth in such Funds Transfer Certificate) which, together with the Monies then on deposit therein or credited thereto, is equal to the sum of a Step in Event (GrantA) all principal of and interest on the Securities and all other amounts payable under the Credit Agreement.Indenture due and payable on the next succeeding Payment Date, (B) all principal of and interest on any Debt Service Reserve Bonds due and payable on the next succeeding Payment Date, (C) all commit ment, letter of credit and fronting fees payable under the Debt Service Reserve LOC Reimbursement Agreement due and payable on the next succeeding Payment Date and (D) all interest on any Debt Service Reserve LOC Loans due and payable on the next succeeding Payment Date;