Common use of Account Control Clause in Contracts

Account Control. Prior to the Maturity Date, Borrower shall make payments on each Due Date in respect of the Loan, together with all interest, fees, charges and other Obligations owed to Lender, out of all and in an amount equal to all payments, cash, cash equivalents or other Investments or property held by Borrower on such Due Date, together with all interest, fees and charges to which Borrower is entitled in respect thereof, excluding the proceeds of any Excluded Event and any earnings thereon, including all amounts received from Sponsor Member as distributions received by Sponsor Member from Master Holdco or otherwise, and any other proceeds received by Borrower with respect to its Equity Interest in Sponsor Member, including from: (i) the net proceeds of any Cash Grant paid with respect to the Projects; * Confidential Treatment Requested (ii) any performance-based distributions made pursuant to Section 4.2 of the Master Holdco LLC Agreement; (iii) proceeds from any Tax Equity Investor investing in one or more Project Entities, and the proceeds of any Sponsor Tax Benefit Monetization received by Sponsor or any Affiliate of Sponsor referred to in the definition of Sponsor Tax Benefit Monetization; (iv) any other distributions to Sponsor Member pursuant to Article 4 of the Master Holdco LLC Agreement; (v) proceeds of any true-up events under Section 3.2(i) of the Master Holdco LLC Agreement; and (vi) proceeds from any Expected Sell-Down or other sale of Sponsor Member’s Equity Interests in Master Holdco to a third party. Borrower shall cause all amounts set forth in this Section 2.6(b), which Borrower receives from any source to be deposited into a bank account (the “Borrower Account”) at ▇▇▇▇▇ Fargo Bank, National Association or another bank acceptable to Lender (the “Account Control Bank”). The Borrower Account shall be pledged to Lender pursuant to the Account Control Agreement, as more particularly described in Section 2.6(g).

Account Control. Prior to the Maturity Date, Borrower shall make payments on each Due Date in respect of the Loan, together with all interest, fees, charges and other Obligations owed to Lender, out of all and in an amount equal to all payments, cash, cash equivalents or other Investments or property held by Borrower on such Due Date, together with all interest, fees and charges to which Borrower is entitled in respect thereof, excluding the proceeds of any Excluded Event and any earnings thereon, including all amounts received from Sponsor Member as distributions received by Sponsor Member from Master Holdco or otherwise, and any other proceeds received by Borrower with respect to its Equity Interest in Sponsor Member, including from: (i) the net proceeds of any Cash Grant paid with respect to the Projects; * Confidential Treatment Requested; (ii) any performance-based distributions made pursuant to Section 4.2 of the Master Holdco LLC Agreement; (iii) proceeds from any Tax Equity Investor investing in one or more Project Entities, and the proceeds of any Sponsor Tax Benefit Monetization received by Sponsor or any Affiliate of Sponsor referred to in the definition of Sponsor Tax Benefit Monetization; (iv) any other distributions to Sponsor Member pursuant to Article 4 of the Master Holdco LLC Agreement; (v) proceeds of any true-up events under Section 3.2(i) of the Master Holdco LLC Agreement; and (vi) proceeds from any Expected Sell-Down or other sale of Sponsor Member’s Equity Interests in Master Holdco to a third party. Borrower shall cause all amounts set forth in this Section 2.6(b), which Borrower receives from any source to be deposited into a bank account (the “Borrower Account”) at ▇▇▇▇▇ Fargo Bank, National Association or another bank acceptable to Lender (the “Account Control Bank”). The Borrower Account shall be pledged to Lender pursuant to the Account Control Agreement, as more particularly described in Section 2.6(g).