Common use of Application of Receipts Clause in Contracts

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination in the following order of priority:- (a) In discharge of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, due and affecting the Inventories or any part thereof (including storage charges); (b) in payment or satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver in connection with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.

Application of Receipts. All monies 17.1 Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by the Bank any Creditor Party under or the Receiver hereunder by virtue of any Finance Document shall be applied applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as Finance Documents and the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Master Agreement in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document or in the Master Agreement); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank 17.1(a); and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) THIRDLY: any surplus shall be paid to the Company Borrower or to any other person appearing to be entitled theretoto it.

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination in the following order of priority:-priority :- (a) In discharge of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, due and affecting the Inventories or any part thereof (including storage charges); (b) in payment or satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver in connection with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge firstly, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by either Borrower under Clauses 20, 21 and 22 of this Agreement or by either Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrowers (or either of them), the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies 17.1 Normal order of application, Except as any Finance Document may otherwise provide, any sums which are received or recovered by the Bank any Creditor Party under or the Receiver hereunder by virtue of any Finance Document shall be applied applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents and the Master Agreement other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document or in the Master Agreement; (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Lender at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure calculated as at the actual Early Termination Date applying to each particular Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding foregoing provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.Clause; and

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 18.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents (including the Swap Banks under the Master Agreements) other than those amounts referred to at paragraphs (ii) and (iii) hereof (including, but without limitation, all amounts payable by the Borrower under Clauses 21, 22 and 23 of this Agreement or by the Borrower or any part thereof other Security Party under any corresponding or similar provision in any other Finance Document (including storage chargesother than the Master Agreements)); (ii) second, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and to each Swap Bank (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or delver under section 9(h)(Interest and Compensation) of any Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 18); (iii) third, in or towards satisfaction pro rata of any principal then due and payable to the Creditor Parties in connection with the Loan and the Swap Exposure of each Swap Bank (calculated as at the actual Early Termination Date applying to each particular Designated Transaction entered into under the Master Agreements (or any of them), or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder and pro rata as between them); (b) in payment or satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver in connection with the exercise of SECOND: any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) surplus shall be paid to the Company Borrower or to any other person appearing to be entitled theretoto it. Notwithstanding the foregoing, no amount received from any Guarantor in respect of its Guaranteed Secured Liabilities shall be applied to any Excluded Swap Secured Liabilities.

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by any Borrower under Clauses 20, 21 and 22 of this Agreement or by any Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which a Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge firstly, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by a Borrower under Clauses 20, 21 and 22 of this Agreement or by a Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which a Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention (in an interest bearing account) of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrowers (or any of them), the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies (a) Unless and until the occurrence of a Event of Default or a DCR Lock Box Event, but only for so long as Grand Wailea Company is the Manager, Borrower shall on each Payment Date apply all Receipts (which, for purposes of this Section 7.4.2, shall include the sum of all Excluded Revenue Items) received by or on behalf of Borrower during the Bank or the Receiver hereunder shall be applied in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination previous calendar month in the following order of priority:-priority: (ai) In discharge first, to Lender, in payment of all chargesthe Tax and Insurance Deposits due on such date; (ii) second, taxes to Borrower, for the payment of Expenses in accordance with the applicable Approved Budget (other than (A) Taxes and Insurance Premiums to be paid for out of the Tax and Insurance Escrow Subaccount, and (B) Expenses to be paid for out of the FF&E Subaccount or Working Capital Reserve), or such other outgoings whether governmentalExpenses as shall have been approved by Lender, municipalprovided, contractual however, that Lender hereby consents to (1) variances of the Approved Budget of up to ten percent (10%) in the aggregate and up to the lesser of ten percent (10%) or otherwiseFifty Thousand Dollars ($50,000) on a per line item basis, due and affecting (2) Borrower's utilization of any cost savings of any line item to the Inventories extent Borrower incurs a variance with respect to a second line item in excess of the lesser of ten percent (10%) or any part thereof Fifty Thousand Dollars (including storage charges$50,000); (iii) third, to the Working Capital Reserve until the amount on deposit therein is equal to One Million Five Hundred Thousand Dollars ($1,500,000); (iv) fourth, to Lender, in payment of (x) the interest then due and payable pursuant to Section 2.4 hereof, and then (y) the Servicing Fee then due and payable pursuant to Section 2.10 hereof, and then (z) any other amount payable on such date to Lender or Servicer pursuant to this Agreement or any of the other Loan Documents including, without limitation, pursuant to Section 2.5 hereof; (v) fifth, to Lender, in payment of the FF&E Reserve Payment, if any, due on such date in accordance with Section 7.2.1 hereof; (vi) sixth, to the First Mezzanine Lender; (vii) seventh, to the Second Mezzanine Lender (such Receipts as remain after application of Receipts in accordance with items (i) through (iv) above and this item (vii), the "Remaining Receipts"); and (viii) finally, subject to Section 7.4.2(c) hereof, to Borrower, any Receipts which remain after application to items (i) through (vii) as set forth above, to be used by Borrower for any purpose determined by Borrower and not otherwise prohibited hereunder. (b) in payment Upon termination of Grand Wailea Company as the Manager, but only so long as there is no Event of Default or satisfaction a DCR Lock Box Event, Borrower shall on each Payment Date apply all Receipts (which, for purposes of this Section 7.4.2, shall include the sum of all costs, charges, expenses and liabilities incurred and payments made Excluded Revenue Items) received by or on behalf of Borrower during the Bank previous calendar month in the following order of priority: (i) first, to Lender, in payment of the Tax and Insurance Deposits due on such date; (ii) second, to Lender, in payment of (x) the interest then due and payable pursuant to Section 2.4 hereof, and then (y) the Servicing Fee then due and payable pursuant to Section 2.10 hereof, and then (z) any other amount payable on such date to Lender or Servicer pursuant to this Agreement or any of the Receiver other Loan Documents including, without limitation, pursuant to Section 2.5 hereof; (iii) third, to Borrower, for the payment of Expenses in connection accordance with the exercise applicable Approved Budget (other than (A) Taxes and Insurance Premiums to be paid for out of the Tax and Insurance Escrow Subaccount, and (B) Expenses to be paid for out of the FF&E Subaccount), or such other Expenses as shall have been approved by Lender, provided, however, that Lender hereby consents to (1) variances in the Approved Budget of up to ten percent (10%) in the aggregate and up to the lesser of ten percent (10%) or Fifty Thousand Dollars ($50,000) on a per line item basis, and (2) Borrower's utilization of any powers hereunder cost savings of any line item to the extent Borrower incurs a variance with respect to a second line item in excess of the lesser of ten percent (10%) or Fifty Thousand Dollars ($50,000); (iv) fourth, to Lender, in payment of the FF&E Reserve Payment, if any, due on such date in accordance with Section 7.2.1 hereof; (v) fifth, to the First Mezzanine Lender; (vi) sixth, to the Second Mezzanine Lender (such Receipts as remain after application of Receipts in accordance with items (i) through (iv) above and in preserving or attempting this item (vii), the "Remaining Receipts"); and (vii) finally, subject to preserve this security or the Inventories Section 7.4.2(c) hereof, to Borrower, any Receipts which remain after application to items (i) through (vi) as set forth above, to be used by Borrower for any purpose determined by Borrower and of all outgoings paid by the Bank or the Receiver;not otherwise prohibited hereunder. (c) in payment Notwithstanding anything to the Receiver contrary contained herein, but subject to the provisions of Section 7.4.2(d) hereof, in the event that there shall occur a DCR Lock Box Event, thereafter unless and until (i) the DCR Lock Box Threshold shall be achieved as determined by any subsequent Quarterly DCR Test or (ii) the Borrower reduces the principal balance of the Loan such that, upon such reduction, the DCR is restored to a level of at least 1.10:1, the Servicer, in accordance with the terms of the Cash Management Agreement, shall continue to apply Receipts in accordance with Section 7.4.2(a) or 7.4.2(b), as applicable, hereof, except that all remuneration Remaining Receipts shall be retained by the Servicer in the Cash Collateral Account until the DCR Lock Box Threshold is achieved as may determined by any subsequent Quarterly DCR Test (any such Receipts so retained, the "Retained Receipts"). In the event that any subsequent Quarterly DCR Test shall determine that the DCR Lock Box Threshold has been achieved, and no Event of Default shall have occurred and be agreed between him continuing, promptly thereafter all Retained Receipts shall be disbursed to Borrower in accordance with the terms of the Cash Management Agreement. The provisions of this Section 7.4.2(c) shall be and remain in effect during any calendar quarter following a Quarterly DCR Test which determines that the Bank DCR Lock Box Threshold has not been achieved. For purposes hereof, a "DCR Lock Box Event" shall be deemed to be paid have occurred if, commencing as of the first Quarterly DCR Test measured after January 1, 2000, Lender shall determine that the DCR is less than 1.05:1 (a DCR of 1.05:1 being referred to him at, or at any time after, his appointment;herein as the "DCR Lock Box Threshold") and Lender shall have given written notice thereof to Borrower. (d) Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Event of Default, Servicer shall apply Receipts in payment any manner permitted under the Cash Management Agreement, including, without limitation, applying any portion of Receipts to all or satisfaction any portion of the remaining Secured Indebtedness outstanding Obligations, and in no event shall Borrower be entitled to receive any of the Remaining Receipts. (interest being satisfied firste) Lender and Borrower hereby acknowledge and agree that Borrower shall remain liable for the payment of all amounts due under clauses (i), (ii) and (iii) of Section 7.4.2(a) or such part thereof 7.4.2(b), as applicable, hereof whether or not sufficient Receipts exist to satisfy the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled theretosame.

Application of Receipts. All monies (a) Unless and until the occurrence of an Event of Default, on each Payment Date, Borrower shall apply all Receipts (which, for purposes of this Section 7.2.2, shall include the sum of all Excluded Revenue Items) received by or on behalf of Borrower during the Bank or the Receiver hereunder shall be applied in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination previous calendar month in the following order of priority:-priority: (ai) In discharge first, to Lender, in payment of the Tax, Insurance and Air Rights Lease Deposits due on such date; (ii) second, to Lender, in payment of (w) all chargesinterest due to Lender on such date in accordance with Section 2.4.1 hereof, taxes then (x) any principal payment due on such date, including all prepayments required or permitted under any Loan Documents, and then (y) the Servicing Fee due on such date in accordance with Section 2.11 hereof, and then (z) any other outgoings whether governmental, municipal, contractual amount payable on such date to Lender or otherwise, due and affecting the Inventories Servicer pursuant to this Agreement or any part thereof of the other Loan Documents including, without limitation, pursuant to Section 2.5 hereof; (including storage chargesiii) third, to Borrower, for the payment of Expenses in accordance with the applicable Approved Budget (other than Taxes, Insurance Premiums and Air Rights Lease Rentals to be paid for out of the Tax, Insurance and Air Rights Lease Escrow Subaccount) or such other Expenses as shall have been approved by Lender (such Receipts as remain after application of Receipts in accordance with items (i) and (ii) above and this item (iii);, the "Remaining Receipts"); and (iv) finally, subject to Section 7.2.2(b) hereof, to Borrower, the Remaining Receipts, to be used by Borrower for any purpose determined by Borrower. (b) Notwithstanding anything to the contrary contained herein, upon the occurrence and during the continuance of an Event of Default, Servicer shall apply Receipts in payment any manner permitted under the Cash Management Agreement, including, without limitation, applying any portion of Receipts to all or satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf any portion of the Bank or the Receiver in connection with the exercise of any powers hereunder outstanding Obligations, and in preserving or attempting no event shall Borrower be entitled to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at receive any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled theretoRemaining Receipts.

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as Finance Documents and the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Master Agreements in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrowers under Clauses 20, 21, and 22 of this Agreement or by the Borrowers or any part thereof (including storage chargesSecurity Party under any corresponding or similar provision in any other Finance Document or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression "interest" shall include any net amount which the Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of any Master Agreement but shall have failed to pay or deliver to the relevant Creditor Party or Swap Counterparty (as the case may be) at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); and (b) SECONDLY: if an Event of Default or a Potential Event of Default shall have occurred and is continuing, in payment retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and which the Borrowers (in the reasonable opinion of the Agent) will not be able to pay when such amounts become due and payable and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. (a) All monies received payments by the Issuer hereunder or under any Note shall, except as otherwise expressly provided herein or in Section 9 of the Intercreditor Agreement or as otherwise required under Section 5.04 of the Ex-Im Bank or Guarantee, be made to the Receiver hereunder Indenture Trustee and shall be applied allocated towards principal, interest and/or other sums owing hereunder in the following order: (1) First, in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge payment of all liabilities having priority thereto by lawinterest due on such Note pursuant to Section 2.02(c)(ii) and subject to any such determination in the following order of priority:- (aor Section 2.06(c)(ii) In discharge of all chargeshereof, taxes and other outgoings whether governmentalas applicable, municipal, contractual or otherwisewhich is accrued, due and affecting unpaid, but only to the Inventories extent such amounts are included in the Guaranteed Amount; (2) Second, in or any part thereof towards payment of all ASU Commitment Fees or Premium Holding Fees, as the case may be, the related ASU Premium and all other amounts due to Ex-Im Bank hereunder or under such Note (including storage chargesincluding, without limitation, all interest amounts due pursuant to Section 2.02(c) or Section 2.06(c) hereof, as applicable) and the other Operative Documents which are accrued, due and unpaid and which are not otherwise provided for under clause “First” or “Third” of this Section 3.02(a); (b3) Third, in or towards payment or satisfaction of all costsinterest due on such Note pursuant to Section 2.02(c)(i) or Section 2.06(c)(i) hereof, chargesas applicable, expenses which is accrued, due and liabilities incurred and payments made by or on behalf of the Bank or the Receiver in connection with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiverunpaid; (c4) Fourth, in or towards payment of all amounts of principal payable on such Note hereunder which is due and unpaid; and (5) Fifth, on a pro rata basis, in or towards payment of all other amounts, including any fees and expenses payable hereunder which are due and unpaid and not otherwise provided for under this Section 3.02(a). (b) Any sum received from Ex-Im Bank under the Ex-Im Bank Guarantee (including any Payment Certificate issued thereunder) in payment respect of the principal of or interest on any Note shall be applied by the Indenture Trustee to the Receiver installment of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; principal and/or interest (dincluding under such Payment Certificate) in payment or satisfaction respect of the remaining Secured Indebtedness (interest being satisfied first) or which such part thereof as the Bank may determine until the whole of the Secured Indebtedness sum shall have been certified by so received in the Bank manner provided in Section 3.01(c)(i), (ii) or (iii), as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled theretoapplicable.

Application of Receipts. All monies 18.1 Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document after the Bank service of a notice on the Borrower under Clauses 20.2(a)(i) or the Receiver hereunder (ii) shall be applied applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as Finance Documents and the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Master Agreement in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 21, 22 and 23 of this Agreement or by the Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document or in the Master Agreement); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreement (and, for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 18); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document or the Master Agreement but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.18.1(a); and

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrower under Clauses 20, 21 and 22 of this Agreement or by the Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which the Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the relevant Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of the Swap Bank (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder with the Borrower being the Defaulting Party); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by either Borrower under Clauses 20, 21 and 22 of this Agreement or by either Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression "interest" shall include any net amount which either Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to either Borrower, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies received 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (other than a Master Agreement) other than those amounts referred to at paragraphs (a)(ii) and (a)(iii) (including, but without limitation, all amounts payable by the Bank Borrowers under Clauses 20, 21 and 22 of this Agreement or by the Receiver hereunder shall be applied Borrowers or any Security Party under any corresponding or similar provision in any other Finance Document (other than the Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (other than under the Master Agreement); and (iii) thirdly, in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination in the following order of priority:- (a) In discharge of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, due and affecting the Inventories or any part thereof (including storage charges)Loan; (b) SECONDLY: in payment or towards satisfaction of any amounts then due and payable under the Master Agreement in the following order and proportions: (i) first, in or towards satisfaction of all costs, charges, expenses amounts then due and liabilities incurred payable to the Swap Bank under the Master Agreement other than those amounts referred to at paragraphs (b)(ii) and payments made by or on behalf of the Bank or the Receiver in connection with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver(b)(iii); (cii) secondly, in payment or towards satisfaction of any and all amounts of interest or default interest payable to the Receiver Swap Bank under the Master Agreement (and, for this purpose, the expression "interest" shall include any net amount which the Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of all remuneration as may be agreed between him and the Master Agreement but shall have failed to pay or deliver to the Swap Bank to be paid to him at, at the time of application or at any time after, his appointment;distribution under this Clause 17); and (diii) thirdly, in payment or towards satisfaction of the remaining Secured Indebtedness aggregate Swap Exposure (interest being satisfied first) calculated as at the actual Early Termination Date applying to each particular Designated Transaction entered into under the Master Agreement, or if no such part thereof as the Bank may determine until the whole of the Secured Indebtedness Early Termination Date shall have been certified by occurred, calculated as if an Early Termination Date occurred on the Bank date of application or distribution hereunder and pro rata as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.between them);

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge firstly, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by any Borrower under Clauses 20, 21 and 22 of this Agreement or by any Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (including storage chargesand, for this purpose, the expression "interest" shall include any net amount which any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii)thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to any Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies 17.1 Normal order of application. Except as any Finance Document may otherwise provide, any sums which are received or recovered by any Creditor Party under or by virtue of any Finance Document shall be applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (other than the Master Agreement) other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Bank Borrower under Clauses 20, 21 and 22 of this Agreement or by the Receiver hereunder shall be applied Borrower or any Security Party under any corresponding or similar provision in any other Finance Document (other than the Master Agreement)); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (other than under the Master Agreement); and (iii) thirdly, in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination in the following order of priority:- (a) In discharge of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, due and affecting the Inventories or any part thereof (including storage charges)Loan; (b) SECONDLY: in payment or towards satisfaction of any amounts then due and payable under the Master Agreement in the following order and proportions: (i) first, in or towards satisfaction pro rata of all costsamounts then due and payable to the Swap Bank under the Master Agreement other than those amounts referred to at paragraphs (ii) and (iii); (ii) secondly, chargesin or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Swap Bank under the Master Agreement (and, expenses and liabilities incurred and payments made by for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or on behalf deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction of the Receiver in connection with Swap Exposure of the exercise Swap Bank calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of any powers hereunder and in preserving application or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiverdistribution hereunder); (c) THIRDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document (other than the Master Agreement) but which the Facility Agent, by notice to the Receiver of all remuneration as may be agreed between him Borrower, the Security Parties and the Bank to be paid to him atother Creditor Parties, states in its opinion will or at any time aftermay become due and payable in the future and, his appointmentupon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause; (d) FOURTHLY: in payment retention of an amount equal to any amount not then due under and payable under the Master Agreement but which the Swap Bank, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding foregoing provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.Clause; and

Application of Receipts. All monies received by the Bank or the Receiver hereunder shall be applied 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as Finance Documents and the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Master Agreements in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Borrowers under Clauses 20, 21, and 22 of this Agreement or by the Borrowers or any part thereof (including storage chargesSecurity Party under any corresponding or similar provision in any other Finance Document or in any Master Agreement); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents and the Master Agreements (and, for this purpose, the expression “interest” shall include any net amount which the Borrowers shall have become liable to pay or deliver under section 2(e) (Obligations) of any Master Agreement but shall have failed to pay or deliver to the relevant Creditor Party or Swap Counterparty (as the case may be) at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure of each Swap Counterparty (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); and (b) SECONDLY: if an Event of Default or a Potential Event of Default shall have occurred and is continuing, in payment retention of an amount equal to any amount not then due and payable under any Finance Document or any Master Agreement but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and which the Borrowers (in the reasonable opinion of the Agent) will not be able to pay when such amounts become due and payable and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.l(a); and

Application of Receipts. All monies received Net Revenue shall be calculated by Lender based on the Bank or Property Operating Statement. Borrowers shall prepare and deliver the Receiver hereunder Property Operating Statement to Lender no later than the last Business Day of each month. Such Property Operating Statement shall detail Borrowers' Gross Receipts and Expenses with respect to the month in which such Property Operating Statement is scheduled to be delivered and for any other such amounts relating to any preceding months that were not previously accounted for in a Property Operating Statement. The first Property Operating Statement shall be delivered on April 30, 2006; provided, however, that this first Property Operating Statement shall cover the period from Closing through and including such date. On the Repayment Date at the end of each Interest Period, Gross Receipts for such Interest Period shall be applied in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination in the following order of priority:-follows: (a) In discharge of all chargesFirst, taxes and other outgoings whether governmental, municipal, contractual or otherwise, due and affecting to the Inventories or any part thereof (including storage charges);amount necessary to pay the Expenses. (b) in payment or satisfaction of all costsSecond, charges, expenses and liabilities incurred and payments made by or on behalf eighty-five percent (85.0%) of the Bank Net Revenue to Lender for payment of amounts which are included within Debt Service and other Obligations to Lender for such Interest Period (including but not limited to the Administration Fee to the 921350_11 extent the same becomes due during such Interest Period); provided that, upon the occurrence and continuation of an Event of Default and to the extent required by Section 2.2(e) above, the percentage of the Net Revenue to be applied for Debt Service and other Obligations to Lender shall be increased to one hundred percent (100%) or such other amount specified in Section 2.2(e) above. The amount paid to Lender pursuant to this subpart (b) shall be applied first to any interest due on the Receiver Note, until all accrued interest is paid in connection with full, and any remaining amounts paid pursuant to this subpart (b) shall be applied to remaining outstanding principal under the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver;Note. (c) in payment to the Receiver Third, so long as no Event of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness Default shall have been certified by the Bank as having been discharged occurred and so that if the Bank is contingently liable or will or might be so liable in respect of continuing, any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) amounts shall be paid to Borrowers by remitting such sums to the Company or other person entitled thereto.Borrower Operating Account in accordance with Section 2.7(b)

Application of Receipts. All monies 17.1 Normal order of application Except as any Finance Document may otherwise provide, any sums which are received or recovered by the Bank any Creditor Party under or the Receiver hereunder by virtue of any Finance Document shall be applied applied: (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination Finance Documents in the following order of priority:-and proportions: (ai) In discharge first, in or towards satisfaction pro rata of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, amounts then due and affecting payable to the Inventories Creditor Parties under the Finance Documents other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by any Borrower under Clauses 20, 21 and 22 of this Agreement or by any Borrower or any part thereof Security Party under any corresponding or similar provision in any other Finance Document); (including storage chargesii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (and, for this purpose, the expression “interest” shall include any net amount which any Borrower shall have become liable to pay or deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction pro rata of the Loan and the Swap Exposure (in the case of the latter, calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of application or distribution hereunder); (b) SECONDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document but which the Agent, by notice to the Borrowers, the Security Parties and the other Creditor Parties, states in its opinion will either or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of all costs, charges, expenses and liabilities incurred and payments made by or on behalf of the Bank or the Receiver them in connection accordance with the exercise of any powers hereunder and in preserving or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiver; (c) in payment to the Receiver of all remuneration as may be agreed between him and the Bank to be paid to him at, or at any time after, his appointment; (d) in payment or satisfaction of the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.17.1(a); and

Application of Receipts. All monies received 17.1 Normal order of application (a) FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents (other than under the Master Agreement) in the following order and proportions: (i) first, in or towards satisfaction pro rata of all amounts then due and payable to the Creditor Parties under the Finance Documents (other than the Master Agreement) other than those amounts referred to at paragraphs (ii) and (iii) (including, but without limitation, all amounts payable by the Bank Borrower under Clauses 20, 21 and 22 of this Agreement or by the Receiver hereunder shall be applied Borrower or any Security Party under any corresponding or similar provision in any other Finance Document (other than the Master Agreement)); (ii) secondly, in or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Creditor Parties under the Finance Documents (other than under the Master Agreement); and (iii) thirdly, in or towards satisfaction of the Secured Indebtedness in such order of priority as the Bank in its absolute discretion may determine (subject to the prior discharge of all liabilities having priority thereto by law) and subject to any such determination in the following order of priority:- (a) In discharge of all charges, taxes and other outgoings whether governmental, municipal, contractual or otherwise, due and affecting the Inventories or any part thereof (including storage charges)Loan; (b) SECONDLY: in payment or towards satisfaction of any amounts then due and payable under the Master Agreement in the following order and proportions: (i) first, in or towards satisfaction pro rata of all costsamounts then due and payable to the Swap Bank under the Master Agreement other than those amounts referred to at paragraphs (ii) and (iii); (ii) secondly, chargesin or towards satisfaction pro rata of any and all amounts of interest or default interest payable to the Swap Bank under the Master Agreement (and, expenses and liabilities incurred and payments made by for this purpose, the expression “interest” shall include any net amount which the Borrower shall have become liable to pay or on behalf deliver under section 2(e) (Obligations) of the Master Agreement but shall have failed to pay or deliver to the Swap Bank at the time of application or distribution under this Clause 17); and (iii) thirdly, in or towards satisfaction of the Receiver in connection with Swap Exposure of the exercise Swap Bank calculated as at the actual Early Termination Date applying to each particular Designated Transaction, or if no such Early Termination Date shall have occurred, calculated as if an Early Termination Date occurred on the date of any powers hereunder and in preserving application or attempting to preserve this security or the Inventories and of all outgoings paid by the Bank or the Receiverdistribution hereunder); (c) THIRDLY: in payment retention of an amount equal to any amount not then due and payable under any Finance Document (other than the Master Agreement) but which the Facility Agent, by notice to the Receiver of all remuneration as may be agreed between him Borrower, the Security Parties and the Bank to be paid to him atother Creditor Parties, states in its opinion will or at any time aftermay become due and payable in the future and, his appointmentupon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the foregoing provisions of this Clause; (d) FOURTHLY: in payment retention of an amount equal to any amount not then due under and payable under the Master Agreement but which the Swap Bank, by notice to the Borrower, the Security Parties and the other Creditor Parties, states in its opinion will or may become due and payable in the future and, upon those amounts becoming due and payable, in or towards satisfaction of them in accordance with the remaining Secured Indebtedness (interest being satisfied first) or such part thereof as the Bank may determine until the whole of the Secured Indebtedness shall have been certified by the Bank as having been discharged and so that if the Bank is contingently liable or will or might be so liable in respect of any monies, obligations or liabilities hereby secured all monies not dealt with under the preceding foregoing provisions of this Clause shall be placed on deposit in such separate account as the Bank in its absolute discretion may think fit for the purpose of securing the contingent liabilities of the Bank and shall become subject to this security, to be applied against such contingent liabilities as they fall due and the remaining balance (if any) shall be paid to the Company or other person entitled thereto.Clause; and