Common use of Application of Moneys Clause in Contracts

Application of Moneys. Subject to the terms of the Credit Agreement and Section 4.02 of the Collateral Agreement, all sums received by the Mortgagee pursuant to this Mortgage, any of the Loan Documents or any Relevant Swap Agreement and all sums received in connection with the taking possession and/or sale of the Vessel or any chartering or other use of the Vessel by the Mortgagee (including, without limitation, the proceeds of any claims for damages or claims on any insurance received by the Mortgagee while in possession of or while chartering or using the Vessel) shall, unless otherwise agreed by the Mortgagee or otherwise expressly provided in the Loan Documents or any Relevant Swap Agreement, be applied by it in the following order: FIRST, in or towards payment of all expenses and charges incurred by the Mortgagee in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to this Mortgage (including, without limitation, any damages or losses incurred by reason of the Mortgagee’s possession, chartering or use of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee shall consider appropriate against any encumbrances having priority over or equality with this Mortgage; then SECOND, in or towards payment to the Administrative Agent or the Mortgagee of any other costs, charges and expenses incurred by it or them and recoverable from the Owner or any other Loan Party under or pursuant to the Credit Agreement, the Loan Documents or any Relevant Swap Agreement, together with interest at the rate or rates specified in the Credit Agreement, the Loan Documents or any Relevant Swap Agreement; then

Application of Moneys. Subject to the terms of the Credit Agreement and any Senior Secured Notes Indenture and Section 4.02 of the Collateral Agreement, all sums received by the Mortgagee Collateral Agent or any Receiver pursuant to this the Mortgage, this Deed, any Senior Secured Notes Indenture or any of the Loan Documents or any Relevant Swap Agreement and all sums received in connection with the taking possession and/or sale of the Vessel or any chartering or other use of the Vessel by the Mortgagee Collateral Agent or Receiver (including, without limitation, the proceeds of any claims for damages or claims on any insurance received by the Mortgagee Collateral Agent or Receiver while in possession of or while chartering or using the Vessel) shall, unless otherwise agreed by the Mortgagee Collateral Agent or Receiver or otherwise expressly provided in the Loan Documents or any Relevant Swap AgreementSenior Secured Notes Indenture, be applied by it in the following order: FIRST, in or towards payment of all expenses and charges incurred by the Mortgagee Collateral Agent or Receiver in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to the Mortgage and/or this Mortgage Deed (including, without limitation, any damages or losses incurred by reason of the MortgageeCollateral Agent’s or Receiver’s possession, chartering or use of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee Collateral Agent or Receiver shall consider appropriate against any encumbrances having priority over or equality with the Mortgage and/or this MortgageDeed; then SECOND, in or towards payment to the Administrative Agent, any other Authorized Representative (as defined in the Collateral Agreement) the Collateral Agent or the Mortgagee Receiver of any other costs, charges and expenses incurred by it or them and recoverable from the Owner or any other Loan Party under or pursuant to the Credit Agreement, the Loan Documents or any Relevant Swap Agreement, Senior Secured Notes Indenture together with interest at the rate or rates specified in the Credit Agreement, the Loan Documents or any Relevant Swap AgreementSenior Secured Notes Indenture; then

Application of Moneys. Subject to the terms of the Credit Agreement and Section 4.02 of the Collateral Agreement, all sums ALL moneys received by the Mortgagee pursuant to this Mortgage, Trustee under these presents from any of the Loan Documents relevant Obligors (including any moneys which represent principal or any Relevant Swap Agreement and all sums received interest in connection with the taking possession and/or sale respect of the Vessel Notes, Receipts or any chartering or other use of the Vessel by the Mortgagee (including, without limitation, the proceeds of any claims for damages or claims on any insurance received by the Mortgagee while in possession of or while chartering or using the VesselCoupons which have become void under Condition 9) shall, unless otherwise agreed and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by the Mortgagee or otherwise expressly provided relevant Issuer, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any of the relevant Obligors to the extent attributable in the Loan Documents opinion of the Trustee to a particular Series of the Notes issued by the relevant Issuer or any Relevant Swap Agreementwhich are apportioned to such Series as aforesaid, be applied held by it the Trustee upon trust to apply them (subject to Clause 12): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J) to the following order: FIRST, Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all expenses principal and charges incurred by the Mortgagee interest then due and unpaid in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to this Mortgage (including, without limitation, any damages or losses incurred by reason respect of the Mortgagee’s possession, chartering or use Notes of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee shall consider appropriate against any encumbrances having priority over or equality with this Mortgagethat Series; then SECOND, THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (if any) to the Administrative Agent relevant Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Mortgagee of relevant Issuer shall be dealt with as between the relevant Issuer and any other costsperson), charges and expenses incurred PROVIDED ALWAYS that any payment required to be made by it or them and recoverable from the Owner or any other Loan Party under or Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Credit AgreementTrustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Loan Documents or any Relevant Swap Agreement, together with interest at Trustee will hold such moneys on the rate or rates specified in the Credit Agreement, the Loan Documents or any Relevant Swap Agreement; thenabove trusts.

Application of Moneys. Subject to the terms of the Credit Agreement and Section 4.02 of the Collateral Agreement, all sums ALL moneys received by the Mortgagee pursuant Trustee under these presents shall, unless and to this Mortgage, any the extent attributable in the opinion of the Loan Documents or any Relevant Swap Agreement Trustee to a particular Series of the Notes, be apportioned pari passu and rateably between each Series of the Notes, and all sums received in connection with the taking possession and/or sale of the Vessel or any chartering or other use of the Vessel by the Mortgagee (including, without limitation, the proceeds of any claims for damages or claims on any insurance moneys received by the Mortgagee while Trustee under these presents to the extent attributable in possession the opinion of the Trustee to a particular Series of the Notes or while chartering which are apportioned to such Series as aforesaid (including any moneys which represent principal or using the Vessel) shallinterest in respect of Notes, unless otherwise agreed Receipts or Coupons which have become void under Condition 8) shall be held by the Mortgagee or otherwise expressly provided Trustee upon trust to apply them (subject to Clause 11 and, in the Loan Documents case of Dated Subordinated Notes only, Clauses 7(B)(2) and 7(C)(3)): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 14 and/or 15(J) to the Trustee and/or any Relevant Swap Agreement, be applied by it in the following order: FIRST, Appointee; SECONDLY in or towards payment pari passu and rateably of all expenses principal and charges incurred by the Mortgagee interest then due and unpaid in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to this Mortgage (including, without limitation, any damages or losses incurred by reason respect of the Mortgagee’s possession, chartering or use Notes of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee shall consider appropriate against any encumbrances having priority over or equality with this Mortgagethat Series; then SECOND, THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series; and FOURTHLY in payment of the balance (if any) to the Administrative Agent Issuer or, as the case may be, the Guarantor (without prejudice to, or liability in respect of, any question as to how such payment to the Mortgagee of Issuer or, as the case may be, the Guarantor shall be dealt with as between the Issuer or, as the case may be, the Guarantor and any other costs, charges and expenses incurred by it or them and recoverable from the Owner or any other Loan Party under or pursuant person). Without prejudice to the Credit Agreementprovisions of this Clause, if the Trustee shall hold any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 8, the Loan Documents Trustee shall (subject to payment, or provision for the payment or satisfaction, of all amounts then due and unpaid under Clauses 14 and/or 15(J) to the Trustee and/or any Relevant Swap AgreementAppointee) pay the same to the Issuer or, together with interest at as the rate or rates specified in the Credit Agreementcase may be, the Loan Documents or any Relevant Swap Agreement; thenGuarantor.

Application of Moneys. Subject to the terms of the Credit Agreement and Section 4.02 of the Collateral Agreement, all sums All moneys received by the Mortgagee Trustee pursuant to any right given or action taken under the provisions of this Mortgage, Article and any other moneys held as part of the Loan Documents Trust Estate shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of any expenses, liabilities and advances incurred or made by the Trustee, including, without limitation, fees and expenses of its attorneys and consultants, and any Relevant Swap Agreement outstanding fees and/or expenses owed to the Trustee, be deposited into the Bond Fund, and all sums received moneys in connection with the taking possession and/or sale Bond Fund shall be applied, as follows (provided, however, that the Trustee, in the interest of maintaining the Vessel Community, funding required reserves and paying fees and expenses when due, may as directed by a Majority of Holders, apply such funds (after payment of all Trustee fees and expenses) to payment of other amounts relating to the Bonds or any chartering or other use of the Vessel by the Mortgagee (Community including, without limitation, the proceeds Operating Expenses, ad valorem taxes, insurance premiums, Management Company Fees, capital expenditures and repair and maintenance of the Community prior to applying the moneys as set forth below): Unless the principal of all the Series 2017 Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: FIRST - to the payment to the Persons entitled thereto of all installments of interest then due on the Series 2017 Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and SECOND - to the payment to the Persons entitled thereto of the unpaid principal of any claims for damages or claims of the Series 2017 Bonds which shall have become due, in the order of their due dates, with interest on such Series 2017 Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full Series 2017 Bonds due on any insurance received by particular date, together with such interest, then to the Mortgagee while in possession payment ratably, according to the amount of principal due on such date, to the Persons entitled thereto without any discrimination or while chartering privilege. However, if the principal of all the Series 2017 Bonds shall have become due or using the Vessel) shallshall have been declared due and payable, unless otherwise agreed by the Mortgagee or otherwise expressly provided in the Loan Documents or any Relevant Swap Agreement, all such moneys shall be applied by it in to the following order: FIRST, in or towards payment of the principal and the interest then due and unpaid upon the Series 2017 Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Series 2017 Bond over any other Series 2017 Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application. Whenever the Trustee shall apply such funds, it shall fix the date upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, and shall not be required to make payment to the holder of any Bond until such Bond shall be presented to the Trustee. Whenever all Bonds and the interest thereon have been paid under the provisions of this Section and all expenses and charges incurred by of the Mortgagee Trustee and paying agent have been paid, any balance remaining in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to this Mortgage (including, without limitation, any damages or losses incurred by reason of the Mortgagee’s possession, chartering or use of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee Bond Fund shall consider appropriate against any encumbrances having priority over or equality with this Mortgage; then SECOND, in or towards payment be paid to the Administrative Agent or the Mortgagee of any other costs, charges and expenses incurred by it or them and recoverable from the Owner or any other Loan Party under or pursuant to the Credit Agreement, the Loan Documents or any Relevant Swap Agreement, together with interest at the rate or rates specified Obligated Group as provided in the Credit Agreement, the Loan Documents or any Relevant Swap Agreement; thenSection 5.02.

Application of Moneys. Subject to the terms of the Credit Agreement and Section 4.02 of the Collateral Agreement, all sums ALL moneys received by the Mortgagee pursuant to this Mortgage, Trustee under these presents from any of the Loan Documents relevant Obligors (including any moneys which represent principal or any Relevant Swap Agreement and all sums received interest in connection with the taking possession and/or sale respect of the Vessel Notes, Receipts or any chartering or other use of the Vessel by the Mortgagee (including, without limitation, the proceeds of any claims for damages or claims on any insurance received by the Mortgagee while in possession of or while chartering or using the VesselCoupons which have become void under Condition 9) shall, unless otherwise agreed and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by the Mortgagee or otherwise expressly provided relevant Issuer, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any of the relevant Obligors to the extent attributable in the Loan Documents opinion of the Trustee to a particular Series of the Notes issued by the relevant Issuer or any Relevant Swap Agreementwhich are apportioned to such Series as aforesaid, be applied held by it the Trustee upon trust to apply them (subject to Clause 12): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J) to the following order: FIRST, Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all expenses principal and charges incurred by the Mortgagee interest then due and unpaid in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to this Mortgage (including, without limitation, any damages or losses incurred by reason respect of the Mortgagee’s possession, chartering or use Notes of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee shall consider appropriate against any encumbrances having priority over or equality with this Mortgagethat Series; then SECOND, THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (if any) to the Administrative Agent relevant Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Mortgagee of relevant Issuer shall be dealt with as between the relevant Issuer and any other costsperson), charges and expenses incurred PROVIDED ALWAYS that any payment required to be made by it or them and recoverable from the Owner or any other Loan Party under or Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Back to Contents Without prejudice to this Clause 10, if the Credit AgreementTrustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Loan Documents or any Relevant Swap Agreement, together with interest at Trustee will hold such moneys on the rate or rates specified in the Credit Agreement, the Loan Documents or any Relevant Swap Agreement; thenabove trusts.

Application of Moneys. Subject to the terms of the Credit Agreement and Section 4.02 of the Collateral Agreement, all sums ALL moneys received by the Mortgagee pursuant to this MortgageTrustee under these presents from the relevant Issuer or, as the case may be, Telecom Italia (where the relevant Issuer is TI Finance) (including any moneys which represent principal or interest in respect of the Loan Documents Notes, Receipts or any Relevant Swap Agreement and all sums received Coupons which have become void, or in connection with the taking possession and/or sale respect of the Vessel or any chartering or other use of the Vessel by the Mortgagee (includingclaims which have become prescribed, without limitation, the proceeds of any claims for damages or claims on any insurance received by the Mortgagee while in possession of or while chartering or using the Vesselunder Condition 9) shall, unless otherwise agreed and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by the Mortgagee or otherwise expressly provided relevant Issuer, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from the relevant Issuer or, as the case may be, Telecom Italia (where the relevant Issuer is TI Finance) to the extent attributable in the Loan Documents opinion of the Trustee to a particular Series of the Notes issued by the relevant Issuer or any Relevant Swap Agreementwhich are apportioned to such Series as aforesaid, be applied held by it the Trustee upon trust to apply them (subject to Clause 12): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J) to the following order: FIRST, Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all expenses principal and charges incurred by the Mortgagee interest then due and unpaid in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to this Mortgage (including, without limitation, any damages or losses incurred by reason respect of the Mortgagee’s possession, chartering or use Notes of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee shall consider appropriate against any encumbrances having priority over or equality with this Mortgagethat Series; then SECOND, THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (if any) to the Administrative Agent relevant Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Mortgagee of relevant Issuer shall be dealt with as between the relevant Issuer and any other costsperson), charges and expenses incurred PROVIDED ALWAYS that any payment required to be made by it or them and recoverable from the Owner or any other Loan Party under or Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Credit AgreementTrustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Loan Documents or any Relevant Swap Agreement, together with interest at Trustee will hold such moneys on the rate or rates specified in the Credit Agreement, the Loan Documents or any Relevant Swap Agreement; thenabove trusts.

Application of Moneys. Subject to the terms of the Credit Agreement and any Senior Secured Notes Indenture and Section 4.02 of the Collateral Agreement, all sums received by the Mortgagee Collateral Agent or any Receiver pursuant to this the Mortgage, this Deed, any Senior Secured Notes Indenture or any of the Loan Documents or any Relevant Swap Agreement and all sums received in connection with the taking possession and/or sale of the Vessel or any chartering or other use of the Vessel by the Mortgagee Collateral Agent or Receiver (including, without limitation, the proceeds of any claims for damages or claims on any insurance received by the Mortgagee Collateral Agent or Receiver while in possession of or while chartering or using the Vessel) shall, unless otherwise agreed by the Mortgagee Collateral Agent or Receiver or otherwise expressly provided in the Loan Documents or any Relevant Swap AgreementSenior Secured Notes Indenture, be applied by it in the following order: FIRST, in or towards payment of all expenses and charges incurred by the Mortgagee Collateral Agent or Receiver in the protection and exercise of its rights, powers, discretions and remedies under or pursuant to the Mortgage and/or this Mortgage Deed (including, without limitation, any damages or losses incurred by reason of the MortgageeCollateral Agent’s or Receiver’s possession, chartering or use of the Vessel) and in or towards supplying indemnity in such amount and in such form as the Mortgagee Collateral Agent or Receiver shall consider appropriate against any encumbrances having priority over or equality with the Mortgage and/or this MortgageDeed; then SECOND, in or towards payment to the Administrative Agent, any other Authorized Representative (as defined in the Collateral Agreement) the Collateral Agent or the Mortgagee Receiver of any other costs, charges and expenses incurred by it or them and recoverable from the Owner or any other Loan Party under or pursuant to the Credit Agreement, the Loan Documents or any Relevant Swap Agreement, Senior Secured Notes Indenture together with interest at the rate or rates specified in the Credit Agreement, the Loan Documents or any Relevant Swap Senior Secured Notes Indenture; then THIRD, to the payment in full of Unfunded Advances/Participations (the amounts so applied to be distributed between or among the Administrative Agent, the Collateral Agent, the Swingline Lender and any Issuing Bank pro rata in accordance with the amounts of Unfunded Advances/Participations owed to them on the date of any such distribution); then FOURTH, to the payment in full of all other Obligations (other than Obligations under clauses (b) and (c) of the definition thereof) (the amounts so applied to be distributed, as provided in the Credit Agreement or the applicable Senior Secured Note Indenture, as the case may be, among the Secured Parties pro rata in accordance with the respective amounts of the Obligations (other than Obligations under clauses (b) and (c) of the definition thereof) owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash in U.S. Dollars equal to the aggregate L/C Exposure as of such date plus any accrued and unpaid interest thereon); then FIFTH, to the payment in full of all Obligations under clauses (b) and (c) of the definition thereof (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of the Obligations under clauses (b) and (c) of the definition thereof owed to them on the date of any such distribution); then SIXTH, to the Owner (or any other Loan Party as provided in the applicable Loan Documents and any Senior Secured Notes Indenture), its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided, that on and after the Intercreditor Effective Date, such proceeds will be applied as between the holders of the Senior Secured Note Obligations, on the one hand, and the Credit Agreement Secured Parties, on the other hand, in the order specified in the First Lien Intercreditor Agreement; then, with the portion thereof allocable to the Credit Agreement Secured Parties then being applied in the manner set forth above in this Article VIII. The Collateral Agent shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Deed. In the event that the amounts received by the Collateral Agent or any Receiver and referred to in this Article VIII is insufficient to pay in full the whole of the Obligations, the Collateral Agent or the Receiver, as the case may be, shall be entitled to collect the shortfall from the Owner or any other person liable for the time being therefor.