Common use of Revenue Account Clause in Contracts

Revenue Account. At the time an Approved Eligible Project is added to the Borrowing Base and at all times thereafter until the full and final payment and satisfaction of all of the Obligations, the Borrower Representative, on behalf of the Borrower for such Borrowing Base Project, shall establish and maintain a deposit account with the Administrative Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited into the applicable Revenue Account by the 15th day of each month. Amounts on deposit in each Revenue Account shall be (A) first, transferred by the Administrative Agent to the Borrower Representative to pay the lessor under the Ground Lease relating to the Borrowing Base Project the rental amount coming due in such month under such Ground Lease, (B) second, transferred by the Administrative Agent to the Rebate Fund to make up any deficiency in the Rebate Fund, as determined by the Borrower Representative in accordance with the Tax Certificate, (C) third, transferred to the appropriate Operating Expense Account, an amount equal to the Budgeted Operating Costs and the Maintenance Capital Expenditures and the amount necessary to reimburse an Affiliate for Permitted Intercompany Transfers, in each case, for the applicable Borrower for the current month as requested in writing by the Borrower Representative; provided, however, that the Administrative Agent (1) shall not in any month deposit to any Operating Expense Account an amount to pay Budgeted Operating Costs of the related Borrower or Maintenance Capital Expenditures of the related Borrower, or an amount to reimburse an Affiliate for Permitted Intercompany Transfers, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) for the then current Fiscal Year; and (2) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which the Administrative Agent may conclusively rely without making any independent investigation) requesting the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourth, transferred by the Administrative Agent to the SH Capital II LLC Debt Service Account and applied by the Administrative Agent to pay principal and interest then due on the Loans (and, without duplication, on the corresponding Notes), (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to the Debt Service Reserve Fund Requirement, and (F) sixth, applied by the Administrative Agent to replenish the SH Capital II LLC Ramp Up Reserve Fund Account to an amount equal to the Ramp Up Reserve Requirement. Upon the request of the Borrower Representative, the Administrative Agent and the Borrower Representative shall take such additional actions and execute such documents or amendments as the Administrative Agent may reasonably require to account for any surplus funds on deposit in each Revenue Account following the transfers noted in (A), (B), (C), (D), (E), and (F) above, all in form and substance reasonably satisfactory to the Administrative Agent and all at the sole cost and expense, jointly and severally, of the Borrowers.

Revenue Account. At (a) Subject to Section 4.13, on each Monthly Transfer Date the time an Approved Eligible Project is added Collateral Agent shall transfer with respect to each Owner Lessor, such Owner Lessor's Percentage of the funds on deposit in the Revenue Account in the following amounts in the following order of priority: first, to the Borrowing Base and at all times thereafter until Operating Account, the full and final payment and satisfaction of all amount certified in such Request Letter to be such Owner Lessor's Percentage of the Obligationsexcess, if any, of the aggregate amount of Operating Expenses then due and payable or projected to become due and payable in the next succeeding month over the balance then on deposit in the Operating Account; provided that if the Annual Budget in effect for such Fiscal Year of the Facility Lessee was determined in accordance with Section 5.14(b) or 5.14(c) of any Participation Agreement, then the amount withdrawn from the Operating Account on any Monthly Transfer Date during such Fiscal Year shall not exceed the amount set forth in such Annual Budget for the immediately succeeding calendar month unless agreed to by the Majority in Interest of the Owner Lessors except with respect to fuel and emission allowance costs which shall not be subject to the consent or approval of the Owner Lessors; second, to the Collateral Agent, the Borrower Representativeapplicable Owner Lessor's Owner Manager, on behalf the Lease Indenture Trustee, the Security Agent and the Bondholder Trustee, the amount certified in the Request Letter delivered in connection with such Monthly Transfer Date to be the sum of the Borrower for unpaid fees, indemnities, costs and expenses then due and payable to such Borrowing Base ProjectPersons in respect of their respective services in such capacities; provided that in the case of the Collateral Agent and the Bondholder Trustee, such amount shall establish be such Owner Lessor's Percentage of the sum of the unpaid fees, indemnities, costs and maintain a deposit account with expenses of the Administrative Collateral Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited the Bondholder Trustee; third, into the applicable Revenue Account by subaccount of the 15th day of each month. Amounts on deposit in each Revenue Account shall be (A) first, transferred by the Administrative Agent to the Borrower Representative to pay the lessor under the Ground Lease relating to the Borrowing Base Project the rental amount coming due in such month under such Ground Lease, (B) second, transferred by the Administrative Agent to the Rebate Fund to make up any deficiency in the Rebate Fund, as determined by the Borrower Representative in accordance with the Tax Certificate, (C) third, transferred to the appropriate Operating Expense Senior Rent Payment Account, an amount equal to (a) 1/6th of the Budgeted Operating Costs aggregate amount (except with respect to the first Rent Payment Date following the Closing Date, 1/3rd of the aggregate amount) which is payable on or within six months following such Monthly Transfer Date on account of Senior Rent (other than of the type specified in clause (b) of the definition thereof) under such Owner Lessor's Facility Lease and (b) the Maintenance Capital Expenditures aggregate amount of all Senior Rent of the type specified in clause (b) of the definition thereof, under such Owner Lessor's Facility Lease for which will become due and payable prior to the next Monthly Transfer Date together with the amount necessary of all deficiencies, if any, with respect to reimburse an Affiliate for Permitted Intercompany Transfers, deposits required to be made in each case, for the applicable Borrower for the current month as requested in writing by the Borrower Representative; provided, however, that the Administrative Agent (1) shall not in any month deposit to any Operating Expense Account an amount to pay Budgeted Operating Costs subaccount of the related Borrower or Maintenance Capital Expenditures Senior Rent Payment Account in all prior months, as certified in the Request Letter; fourth, subject to Section 4.13 hereof and to Section 6.9 of the related BorrowerParticipation Agreement, or an amount to reimburse an Affiliate for Permitted Intercompany Transfersif applicable, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) for the then current Fiscal Year; and (2) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which the Administrative Agent may conclusively rely without making any independent investigation) requesting the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourth, transferred by the Administrative Agent Operative Documents applicable to the SH Capital II LLC Debt Service Account and applied by the Administrative Agent to pay principal and interest then due on the Loans (andPersons entitled thereto, without duplication, on the corresponding Notes), (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to all other Supplemental Rent (other than Excepted Payments) under the Debt Service Reserve Fund Requirementapplicable Facility Lease then due and payable to such Persons as certified in the Request Letter; fifth, and (F) sixthinto the Permitted Indebtedness Account, applied by the Administrative Agent to replenish the SH Capital II LLC Ramp Up Reserve Fund Account to such Owner Lessor's Percentage of an amount equal to the Ramp Up Reserve Requirement. Upon the request 1/6th of the Borrower Representativeamounts due and payable in respect of Permitted Indebtedness on or within six months following such Monthly Transfer Date (including all unpaid fees, indemnities, costs and expenses then due and payable with respect to such Permitted Indebtedness), as certified in the Administrative Agent Request Letter; provided that, in the case of the SocGen Instrument, (A) in the event that no Early Termination Date (as defined in the SocGen Instrument) has occurred, there shall also be deposited into the Permitted Indebtedness Account 1/6th of the amount (the "Additional Amount") required to be paid in accordance with the SocGen Instrument on or within six months following such Monthly Transfer Date in excess of the amount relating to the SocGen Instrument referred to in this clause fifth above; and (B) in the Borrower Representative event that an Early Termination Date (as so defined) has occurred, there shall take be deposited into the Permitted Indebtedness Account on such additional actions Monthly Transfer Date the full amount due under the SocGen Instrument (including unpaid fees, indemnities, costs and execute expenses then due and payable with respect to the SocGen Instrument); sixth, into the applicable subaccount of the Equity Account, such documents or amendments as Owner Lessor's Percentage of the Administrative Agent may reasonably require to account for balance remaining in the Revenue Account. (b) If, on any surplus Monthly Transfer Date, such Owner Lessor's Percentage of the funds on deposit in each the Revenue Account following the transfers noted are insufficient to make in (Afull any transfer required pursuant to clause first, second, third, fourth or fifth of Section 4.1(a), the Collateral Agent shall make such transfer with funds then on deposit (Bin the following order of priority) (i) in the applicable subaccount of each of the Supplemental Account, the Subordinated Reserve Account (funds shall be transferred from the Subordinated Reserve Account only with respect to clause first, second, third and fourth), the Subordinated Rent Payment Account, the Suspended Distributions Account, the Additional Reserve Account (Cfunds shall be transferred from the Additional Reserve Account only with respect to clause first, second and third), the Equity Account (Dfunds shall be transferred from the Equity Account only with respect to clause second and third) or the Reserve Account (funds shall be transferred from the Reserve Account only with respect to clause second and third), (E), and (F) above, all in form and substance reasonably satisfactory to the Administrative Agent and all at the sole cost and expense, jointly and severally, of the Borrowersas available.

Revenue Account. At After the time an Approved Eligible Project is added Completion Date, the Security Agent shall, on each Interest Date, transfer from the Revenue Account the following amounts in the following order of priority: first, to the Borrowing Base Persons specified in the related Request Letter delivered in connection with such Interest Date, (i) the amounts specified in the related Request Letter to be the amount of Operating Costs then due and at all times thereafter until payable or payable prior to the full next Interest Date and final payment (ii) the bonuses payable to the EPC Contractor (but only to the extent such bonuses do not constitute Subject Project Costs) then due and satisfaction payable or payable prior to the next Interest Date; second, (i) to the Security Agent, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Security Agent, (ii) to the Administrative Agent, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Administrative Agent, (iii) to the Trust Company, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Trustee and (iv) to the Priority Agent, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Priority Agent; third, to the Priority Agent for the account of the Priority Lenders (i) an amount equal to the amount of all interest on the Priority Loans and Priority Working Capital L/C Reimbursement Obligations which is then due and payable and (ii) an amount equal to the amount of the Obligationsall fees, costs, expenses, indemnities and other amounts then due and payable under, or in respect of, the Borrower RepresentativePriority Credit Agreement; fourth, on behalf of the Borrower for such Borrowing Base Project, shall establish and maintain a deposit account with the Administrative Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited into the applicable Revenue Account by the 15th day of each month. Amounts on deposit in each Revenue Account shall be (Ai) first, transferred by the Administrative Agent to the Borrower Representative to pay Priority Agent for the lessor under account of the Ground Lease relating Priority Working Capital L/C Issuer, an amount equal to the Borrowing Base Project aggregate amount of all Priority Working Capital L/C Reimbursement Obligations then due and payable for the rental amount coming due in such month under such Ground Lease, payment thereof and (Bii) second, transferred by the Administrative Agent to the Rebate Fund Priority Agent for the account of the Priority Lenders, an amount equal to make up any deficiency the aggregate outstanding principal amount of all Priority Working Capital Loans for the prepayment thereof (or, in the Rebate Fundevent that such Interest Date is the Priority Maturity Date, as determined by the Borrower Representative in accordance with the Tax Certificatepayment thereof); fifth, (Ci) thirdfirst, transferred to into the appropriate Operating Expense Priority Working Capital L/C Account, an amount equal to the Budgeted Operating Costs then-applicable Required L/C Deposit Amount and (ii) second, into the Maintenance Priority Working Capital Expenditures and Commitment Account, an amount equal to the then-applicable Required Commitment Deposit Amount; sixth, to the Priority Agent for the account of the Priority Lenders, an amount necessary equal to reimburse an Affiliate the aggregate outstanding principal amount of all Priority Construction Loans for Permitted Intercompany Transfersthe prepayment thereof (or, in each casethe event that such Interest Date is the Priority Maturity Date, for the applicable Borrower for the current month as requested in writing by the Borrower Representativepayment thereof); providedseventh, however, that to the Administrative Agent (1) shall not in any month deposit to any Operating Expense Account for the account of the Priority Lenders holding Roll-Up Loans, an amount equal to pay Budgeted Operating Costs the amount of all interest on the Roll-Up Loans which is then due and payable; eighth, to the Administrative Agent for the account of the related Borrower or Maintenance Capital Expenditures of the related BorrowerPriority Lenders holding Roll-Up Loans, or an amount equal to reimburse an Affiliate for Permitted Intercompany Transfers, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) aggregate outstanding principal amount of all Roll-Up Loans for the then current Fiscal Yearpayment thereof; and (2) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costsninth, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which i) for the Administrative Agent may conclusively rely without making any independent investigation) requesting account of the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourthTranche B Lenders, transferred by the Administrative Agent to the SH Capital II LLC Debt Service Account and applied by the Administrative Agent to pay principal and interest then due on the Loans (and, without duplication, on the corresponding Notes), (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to the Debt Service Reserve Fund Requirement, sum of (x) interest on the Tranche B Loans that are Residual Loans which is then due and payable and (Fy) sixthall fees, applied by costs, expenses, indemnities and other amounts (other than principal) then payable to such Tranche B Lenders on account of all Tranche B Loans, (ii) for the Administrative Agent to replenish account of the SH Capital II LLC Ramp Up Reserve Fund Account to Tranche B Interest Hedge Contract Parties, an amount equal to the Ramp Up Reserve Requirement. Upon the request amount of all interest on and outstanding principal of the Borrower Representative, the Administrative Agent and the Borrower Representative shall take such additional actions and execute such documents or amendments as the Administrative Agent may reasonably require to account for any surplus funds on deposit in each Revenue Account following the transfers noted in (A), (B), (C), (D), (E), Tranche B Settlement Amounts that are Residual Loans and (Fiii) abovefor the account of the Tranche A Interest Hedge Contract Parties, all in form an amount equal to the interest on the Tranche A Settlement Amounts that are Residual Loans which is then due and substance reasonably satisfactory payable to such Tranche A Interest Hedge Contract Parties; tenth, to the Administrative Agent (i) for the account of the Tranche B Lenders, an amount equal to the aggregate outstanding principal amount of the Tranche B Loans that are Residual Loans for the payment thereof and (ii) for the account of the Tranche A Interest Hedge Contract Parties, an amount equal to the aggregate outstanding principal amount of the Tranche A Settlement Amounts that are Residual Loans owed to such Tranche A Interest Hedge Contract Parties for the payment thereof; eleventh, to the Administrative Agent for the account of the Investors, an amount equal to the sum of (i) the amount of all at Investor Yield then due and payable on the sole cost Investor Contributions that are Residual Loans plus (ii) all fees, costs, expenses, indemnities and other amounts (other than principal) on all Investor Contributions; twelfth, to the Administrative Agent for the account of the Investors, an amount equal to the aggregate outstanding principal amount of the Investor Contributions that are Residual Loans for the payment thereof; thirteenth, so long as the Distribution Conditions are satisfied on such Interest Date (other than the condition that requires that the Tranche A Loans have been paid in full), to the Administrative Agent for the account of the Tranche A Lenders, an amount equal to the sum of (i) the interest on the Tranche A Loans that are Residual Loans which is then due and payable plus (ii) all fees, costs, expenses, indemnities and other amounts (other than principal) then payable to such Tranche A Lenders on account of all Tranche A Loans; fourteenth, so long as the Distribution Conditions are satisfied on such Interest Date (other than the condition that requires that the Tranche A Loans have been paid in full), to the Administrative Agent for the account of the Tranche A Lenders, an amount equal to the aggregate outstanding principal amount of the Tranche A Loans that are Residual Loans for the payment thereof; and fifteenth, to each Creditor, any fee, cost, expense, jointly indemnity or other amount payable to such Creditor on such date pursuant to the Operative Documents (other than on account of amounts identified in clauses first through fourteenth above). In the event any amounts contemplated by clause first above are due and severallypayable on any date which is not an Interest Date, the Security Agent shall make transfers on account of such amounts in accordance with Section 5.13(a) of this Agreement. In the Borrowersevent any amounts contemplated by clause second above are due and payable on any date which is not an Interest Date, the Security Agent shall make the transfers contemplated by clause second as directed in writing by the Administrative Agent from the Revenue Account on such date. To the extent that there shall be insufficient funds in the Revenue Account to pay the Priority Working Capital L/C Reimbursement Obligations when due on any Interest Date as provided in this Section 5.1, the Security Agent shall make such transfers with funds withdrawn from the Priority Working Capital L/C Account as provided in Section 5.2(a)(i) of this Agreement. Any amount not transferred to another Account on any date shall be retained in the Revenue Account pending further application pursuant to this Agreement."

Revenue Account. At After the time an Approved Eligible Project is added Effective Date, the Security Agent shall, on each Interest Date, transfer from the Revenue Account the following amounts in the following order of priority: first, to the Borrowing Base Persons specified in the related Request Letter delivered in connection with such Interest Date, (i) the amounts specified in the related Request Letter to be the amount of Operating Costs then due and at all times thereafter until payable or payable prior to the full next Interest Date and final payment (ii) the bonuses payable to the EPC Contractor (but only to the extent such bonuses do not constitute Project Costs) then due and satisfaction payable or payable prior to the next Interest Date; second, (i) to the Security Agent, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Security Agent, (ii) to the Administrative Agent, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Administrative Agent, (iii) to the Trust Company, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Trustee and (iv) to the Priority Agent, the amount of any unpaid fees, costs, indemnities and expenses then due and payable to it as Priority Agent; third, to the Priority Agent for the account of the Priority Lenders (i) an amount equal to the amount of all interest on the Priority Loans and Priority L/C Reimbursement Obligations which is then due and payable and (ii) an amount equal to the amount of the Obligationsall fees, costs, expenses, indemnities and other amounts then due and payable under, or in respect of, the Borrower RepresentativePriority Credit Agreement; fourth, on behalf of the Borrower for such Borrowing Base Project, shall establish and maintain a deposit account with the Administrative Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited into the applicable Revenue Account by the 15th day of each month. Amounts on deposit in each Revenue Account shall be (Ai) first, transferred by the Administrative Agent to the Borrower Representative to pay Priority Agent for the lessor under account of the Ground Lease relating Priority L/C Issuer, an amount equal to the Borrowing Base Project aggregate amount of all Priority L/C Reimbursement Obligations then due and payable for the rental amount coming due in such month under such Ground Lease, payment thereof and (Bii) second, transferred by the Administrative Agent to the Rebate Fund Priority Agent for the account of the Priority Lenders, an amount equal to make up any deficiency the aggregate outstanding principal amount of all Priority Loans for the prepayment thereof (or, in the Rebate Fundevent that such Interest Date is the Priority Maturity Date, as determined by the Borrower Representative in accordance with the Tax Certificatepayment thereof); fifth, (Ci) thirdfirst, transferred to into the appropriate Operating Expense Priority L/C Account, an amount equal to the Budgeted Operating Costs then-applicable Required L/C Deposit Amount and (ii) second, into the Maintenance Capital Expenditures and Priority Commitment Account, an amount equal to the amount necessary then- applicable Required Commitment Deposit Amount; sixth, to reimburse an Affiliate for Permitted Intercompany Transfers, in each case, for the applicable Borrower for the current month as requested in writing by the Borrower Representative; provided, however, that the Administrative Agent (1) shall not in any month deposit to any Operating Expense Account for the account of the Priority Lenders holding Roll-Up Loans, an amount equal to pay Budgeted Operating Costs the amount of all interest on the Roll- Up Loans which is then due and payable; seventh, to the Administrative Agent for the account of the related Borrower or Maintenance Capital Expenditures of the related BorrowerPriority Lenders holding Roll-Up Loans, or an amount equal to reimburse an Affiliate for Permitted Intercompany Transfers, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) aggregate outstanding principal amount of all Roll-Up Loans for the then current Fiscal Yearpayment thereof; and eighth, (2A) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which i) for the Administrative Agent may conclusively rely without making any independent investigation) requesting account of the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourthTranche B Lenders, transferred by the Administrative Agent an amount equal to the SH Capital II LLC Debt Service Account and applied by sum of (x) interest on the Administrative Agent to pay principal and interest Tranche B Loans that are Residual Loans which is then due and payable and (y) all fees, costs, expenses, indemnities and other amounts (other than principal) then payable to such Tranche B Lenders on account of all Tranche B Loans, (ii) for the account of the Tranche B Interest Hedge Contract Parties, an amount equal to the amount of all interest on and outstanding principal of the Tranche B Settlement Amounts that are Residual Loans, (iii) for the account of the Tranche A Interest Hedge Contract Parties, an amount equal to the interest on the Tranche A Settlement Amounts that are Residual Loans which is then due and payable to such Tranche A Interest Hedge Contract Parties, (iv) for the account of the L/C Banks, an amount equal to the sum of (x) interest on the L/C Reimbursement Loans that are Residual Loans which is then due and payable and (y) all fees, costs, expenses, indemnities and other amounts (other than principal) then payable to such L/C Banks on account of all L/C Reimbursement Loans and (v) for the account of the Working Capital Lenders, an amount equal to the sum of (x) interest on the Working Capital Loans (and, without duplication, the Working Capital L/C Reimbursement Obligations) that are Residual Loans which is then due and payable and (y) all fees, costs, expenses, indemnities and other amounts (other than principal) then payable to such Working Capital Lenders on account of all Working Capital Loans and (B) into the corresponding Notes)Working Capital L/C Account, (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to the Debt Service Reserve Fund RequirementCover Amount; ninth, and (F) sixth, applied by to the Administrative Agent to replenish (i) for the SH Capital II LLC Ramp Up Reserve Fund Account to account of the Tranche B Lenders, an amount equal to the Ramp Up Reserve Requirement. Upon the request aggregate outstanding principal amount of the Borrower RepresentativeTranche B Loans that are Residual Loans for the payment thereof, (ii) for the account of the Tranche A Interest Hedge Contract Parties, an amount equal to the aggregate outstanding principal amount of the Tranche A Settlement Amounts that are Residual Loans owed to such Tranche A Interest Hedge Contract Parties for the payment thereof, (iii) for the account of the L/C Banks, an amount equal to the aggregate outstanding principal amount of the L/C Reimbursement Loans that are Residual Loans for the payment thereof and (iv) for the account of the Working Capital Lenders, an amount equal to the aggregate outstanding principal amount of the Working Capital Loans that are Residual Loans (and, without duplication, the Administrative Agent and Working Capital L/C Reimbursement Obligations) for the Borrower Representative shall take such additional actions and execute such documents or amendments payment thereof; tenth, so long as the Administrative Agent may reasonably require to account for any surplus funds Distribution Conditions are satisfied on deposit such Interest Date (other than the condition that requires that the Tranche A Loans have been paid in each Revenue Account following the transfers noted in (Afull), (B), (C), (D), (E), and (F) above, all in form and substance reasonably satisfactory to the Administrative Agent for the account of the Tranche A Lenders, an amount equal to the sum of (i) the interest on the Tranche A Loans that are Residual Loans which is then due and payable plus (ii) all at fees, costs, expenses, indemnities and other amounts (other than principal) then payable to such Tranche A Lenders on account of all Tranche A Loans; eleventh, so long as the sole cost Distribution Conditions are satisfied on such Interest Date (other than the condition that requires that the Tranche A Loans have been paid in full), to the Administrative Agent for the account of the Tranche A Lenders, an amount equal to the aggregate outstanding principal amount of the Tranche A Loans that are Residual Loans for the payment thereof; and twelfth, to each Creditor, any fee, cost, expense, jointly indemnity or other amount payable to such Creditor on such date pursuant to the Operative Documents (other than on account of amounts identified in clauses first through eleventh above) In the event any amounts contemplated by clause first above are due and severallypayable on any date which is not an Interest Date, the Security Agent shall make transfers on account of such amounts in accordance with Section 5.13(a) of this Agreement. In the Borrowersevent any amounts contemplated by clause second above are due and payable on any date which is not an Interest Date, the Security Agent shall make the transfers contemplated by clause second as directed in writing by the Administrative Agent from the Revenue Account on such date. To the extent that there shall be insufficient funds in the Revenue Account to pay the Priority L/C Reimbursement Obligations when due on any Interest Date as provided in this Section 5.1, the Security Agent shall make such transfers with funds withdrawn from the Priority L/C Account as provided in Section 5.2(a)(i) of this Agreement. Any amount not transferred to another Account on any date shall be retained in the Revenue Account pending further application pursuant to this Agreement."

Revenue Account. At SECURITY DEPOSIT AGREEMENT -------------------------- (a) Subject to Section 4.13, on each Monthly Transfer Date the time an Approved Eligible Project is added Collateral Agent shall transfer with respect to each Owner Lessor, such Owner Lessor's Percentage of the funds on deposit in the Revenue Account in the following amounts in the following order of priority: FIRST, to the Borrowing Base and at all times thereafter until Operating Account, the full and final payment and satisfaction of all amount certified in such Request Letter to be such Owner Lessor's Percentage of the Obligationsexcess, if any, of the aggregate amount of Operating Expenses then due and payable or projected to become due and payable in the next succeeding month over the balance then on deposit in the Operating Account; PROVIDED THAT if the Annual Budget in effect for such Fiscal Year of the Facility Lessee was determined in accordance with Section 5.14(b) or 5.14(c) of any Participation Agreement, then the amount withdrawn from the Operating Account on any Monthly Transfer Date during such Fiscal Year shall not exceed the amount set forth in such Annual Budget for the immediately succeeding calendar month unless agreed to by the Majority in Interest of the Owner Lessors except with respect to fuel and emission allowance costs which shall not be subject to the consent or approval of the Owner Lessors; SECOND, to the Collateral Agent, the Borrower Representativeapplicable Owner Lessor's Owner Manager, on behalf the Lease Indenture Trustee, the Security Agent and the Bondholder Trustee, the amount certified in the Request Letter delivered in connection with such Monthly Transfer Date to be the sum of the Borrower for unpaid fees, indemnities, costs and expenses then due and payable to such Borrowing Base ProjectPersons in respect of their respective services in such capacities; PROVIDED THAT in the case of the Collateral Agent and the Bondholder Trustee, such amount shall establish be such Owner Lessor's Percentage of the sum of the unpaid fees, indemnities, costs and maintain a deposit account with expenses of the Administrative Collateral Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited the Bondholder Trustee; THIRD, into the applicable Revenue Account by subaccount of the 15th day of each month. Amounts on deposit in each Revenue Account shall be (A) first, transferred by the Administrative Agent to the Borrower Representative to pay the lessor under the Ground Lease relating to the Borrowing Base Project the rental amount coming due in such month under such Ground Lease, (B) second, transferred by the Administrative Agent to the Rebate Fund to make up any deficiency in the Rebate Fund, as determined by the Borrower Representative in accordance with the Tax Certificate, (C) third, transferred to the appropriate Operating Expense Senior Rent Payment Account, an amount equal to (a) 1/6th of the Budgeted Operating Costs aggregate amount (except with respect to the first Rent Payment Date following the Closing Date, 1/3rd of the aggregate amount) which is payable on or within six months following such Monthly Transfer Date on account of Senior Rent (other than of the type specified in clause (b) of the definition thereof) under such Owner Lessor's Facility Lease and (b) the Maintenance Capital Expenditures aggregate amount of all Senior Rent of the type specified in clause (b) of the definition thereof, under such Owner Lessor's Facility Lease for which will become due and payable prior to the next Monthly Transfer Date together with the amount necessary of all deficiencies, if any, with respect to reimburse an Affiliate for Permitted Intercompany Transfers, deposits required to be made in each case, for the applicable Borrower for subaccount of SECURITY DEPOSIT AGREEMENT -------------------------- the current month Senior Rent Payment Account in all prior months, as requested certified in writing by the Borrower RepresentativeRequest Letter; providedFOURTH, however, that the Administrative Agent (1) shall not in any month deposit subject to any Operating Expense Account an amount Section 4.13 hereof and to pay Budgeted Operating Costs Section 6.9 of the related Borrower or Maintenance Capital Expenditures of the related BorrowerParticipation Agreement, or an amount to reimburse an Affiliate for Permitted Intercompany Transfersif applicable, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) for the then current Fiscal Year; and (2) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which the Administrative Agent may conclusively rely without making any independent investigation) requesting the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourth, transferred by the Administrative Agent Operative Documents applicable to the SH Capital II LLC Debt Service Account and applied by the Administrative Agent to pay principal and interest then due on the Loans (andPersons entitled thereto, without duplication, on the corresponding Notes), (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to all other Supplemental Rent (other than Excepted Payments) under the Debt Service Reserve Fund Requirementapplicable Facility Lease then due and payable to such Persons as certified in the Request Letter; FIFTH, and (F) sixthinto the Permitted Indebtedness Account, applied by the Administrative Agent to replenish the SH Capital II LLC Ramp Up Reserve Fund Account to such Owner Lessor's Percentage of an amount equal to the Ramp Up Reserve Requirement. Upon the request 1/6th of the Borrower Representativeamounts due and payable in respect of Permitted Indebtedness on or within six months following such Monthly Transfer Date (including all unpaid fees, indemnities, costs and expenses then due and payable with respect to such Permitted Indebtedness), as certified in the Administrative Agent Request Letter; provided that, in the case of the SocGen Instrument, (A) in the event that no Early Termination Date (as defined in the SocGen Instrument) has occurred, there shall also be deposited into the Permitted Indebtedness Account 1/6th of the amount (the "ADDITIONAL AMOUNT") required to be paid in accordance with the SocGen Instrument on or within six months following such Monthly Transfer Date in excess of the amount relating to the SocGen Instrument referred to in this clause FIFTH above; and (B) in the Borrower Representative event that an Early Termination Date (as so defined) has occurred, there shall take be deposited into the Permitted Indebtedness Account on such additional actions Monthly Transfer Date the full amount due under the SocGen Instrument (including unpaid fees, indemnities, costs and execute expenses then due and payable with respect to the SocGen Instrument); SIXTH, into the applicable subaccount of the Equity Account, such documents or amendments as Owner Lessor's Percentage of the Administrative Agent may reasonably require to account for balance remaining in the Revenue Account. (b) If, on any surplus Monthly Transfer Date, such Owner Lessor's Percentage of the funds on deposit in each the Revenue Account following the transfers noted are insufficient to make in (Afull any transfer required pursuant to clause FIRST, SECOND, THIRD, FOURTH or FIFTH of Section 4.1(a), the Collateral Agent shall make such transfer with funds then on deposit (Bin the following order of priority) (i) in the applicable subaccount of each of the Supplemental Account, the Subordinated Reserve Account (funds shall be transferred from the Subordinated Reserve Account only with respect to clause FIRST, SECOND, THIRD and FOURTH), the Subordinated Rent Payment Account, the Suspended Distributions Account, the Additional Reserve Account (Cfunds shall be transferred SECURITY DEPOSIT AGREEMENT -------------------------- from the Additional Reserve Account only with respect to clause FIRST, SECOND and THIRD), the Equity Account (Dfunds shall be transferred from the Equity Account only with respect to clause SECOND and THIRD ) or the Reserve Account (funds shall be transferred from the Reserve Account only with respect to clause SECOND and THIRD), (E), and (F) above, all in form and substance reasonably satisfactory to the Administrative Agent and all at the sole cost and expense, jointly and severally, of the Borrowersas available.

Revenue Account. At (a) Subject to Section 4.13, on each Monthly Transfer Date the time an Approved Eligible Project is added Collateral Agent shall transfer with respect to each Owner Lessor, such Owner Lessor's Percentage of the funds on deposit in the Revenue Account in the following amounts in the following order of priority: FIRST, to the Borrowing Base and at all times thereafter until Operating Account, the full and final payment and satisfaction of all amount certified in such Request Letter to be such Owner Lessor's Percentage of the Obligationsexcess, if any, of the aggregate amount of Operating Expenses then due and payable or projected to become due and payable in the next succeeding month over the balance then on deposit in the Operating Account; PROVIDED that if the Annual Budget in effect for such Fiscal Year of the Facility Lessee was determined in accordance with Section 5.14(b) or 5.14(c) of any Participation Agreement, then the amount withdrawn from the Operating Account on any Monthly Transfer Date during such Fiscal Year shall not exceed the amount set forth in such Annual Budget for the immediately succeeding calendar month unless agreed to by the Majority in Interest of the Owner Lessors except with respect to fuel and emission allowance costs which shall not be subject to the consent or approval of the Owner Lessors; SECOND, to the Collateral Agent, the Borrower Representativeapplicable Owner Lessor's Owner Manager, on behalf the Lease Indenture Trustee, the Security Agent and the Bondholder Trustee, the amount certified in the Request Letter delivered in connection with such Monthly Transfer Date to be the sum of the Borrower for unpaid fees, indemnities, costs and expenses then due and payable to such Borrowing Base ProjectPersons in respect of their respective services in such capacities; PROVIDED THAT in the case of the Collateral Agent and the Bondholder Trustee, such amount shall establish be such Owner Lessor's Percentage of the sum of the unpaid fees, indemnities, costs and maintain a deposit account with expenses of the Administrative Collateral Agent designated as such Borrower’s revenue account (each a “Revenue Account”) for such Borrowing Base Project. The Borrowers shall cause all rental and other income under a Hangar Lease attributable to a Borrowing Base Project to be deposited the Bondholder Trustee; THIRD, into the applicable Revenue Account by subaccount of the 15th day of each month. Amounts on deposit in each Revenue Account shall be (A) first, transferred by the Administrative Agent to the Borrower Representative to pay the lessor under the Ground Lease relating to the Borrowing Base Project the rental amount coming due in such month under such Ground Lease, (B) second, transferred by the Administrative Agent to the Rebate Fund to make up any deficiency in the Rebate Fund, as determined by the Borrower Representative in accordance with the Tax Certificate, (C) third, transferred to the appropriate Operating Expense Senior Rent Payment Account, an amount equal to (a) 1/6th of the Budgeted Operating Costs aggregate amount which is payable on or within six months following such Monthly Transfer Date on account of Senior Rent (other than of the type specified in clause (b) of the definition thereof) under such Owner Lessor's Facility Lease and (b) the Maintenance Capital Expenditures aggregate amount of all Senior Rent of the type specified in clause (b) of the definition thereof, under such Owner Lessor's Facility Lease for which will become due and payable prior to the next Monthly Transfer Date together with the amount necessary of all deficiencies, if any, with respect to reimburse an Affiliate for Permitted Intercompany Transfers, deposits required to be made in each case, for the applicable Borrower for the current month as requested in writing by the Borrower Representative; provided, however, that the Administrative Agent (1) shall not in any month deposit to any Operating Expense Account an amount to pay Budgeted Operating Costs subaccount of the related Borrower or Maintenance Capital Expenditures Senior Rent Payment Account in all prior months, as certified in the Request Letter; FOURTH, subject to Section 4.13 hereof and to Section 6.9 of the related BorrowerParticipation Agreement, or an amount to reimburse an Affiliate for Permitted Intercompany Transfersif applicable, which are reasonably expected to cause the projected annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers for or relating to such Borrower to exceed the total annual Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as set forth in the annual Projections (as delivered pursuant to Section 5.01(g) hereof) for the then current Fiscal Year; and (2) shall not pay Budgeted Operating Costs or Maintenance Capital Expenditures for the related Borrower or transfer an amount to reimburse an Affiliate for Permitted Intercompany Transfers which exceed budgeted monthly Budgeted Operating Costs, Maintenance Capital Expenditures or Permitted Intercompany Transfers, respectively, as approved in such Projections for such month. The Borrower Representative shall deliver a written requisition to the Administrative Agent (upon which the Administrative Agent may conclusively rely without making any independent investigation) requesting the transfers contemplated by this Section 5.18(a)(C) and certifying that the conditions contained herein have been met; (D) fourth, transferred by the Administrative Agent Operative Documents applicable to the SH Capital II LLC Debt Service Account and applied by the Administrative Agent to pay principal and interest then due on the Loans (andPersons entitled thereto, without duplication, on the corresponding Notes), (E) fifth, applied by the Administrative Agent to replenish the SH Capital II LLC Debt Service Reserve Fund Account to an amount equal to all other Supplemental Rent (other than Excepted Payments) under the Debt Service Reserve Fund Requirementapplicable Facility Lease then due and payable to such Persons as certified in the Request Letter; FIFTH, and (F) sixthinto the Permitted Indebtedness Account, applied by the Administrative Agent to replenish the SH Capital II LLC Ramp Up Reserve Fund Account to such Owner Lessor's Percentage of an amount equal sufficient to repay in full the Ramp Up Reserve Requirement. Upon Permitted Indebtedness then due, as certified in the request Request Letter; SIXTH, into the applicable subaccount of the Borrower RepresentativeEquity Account, such Owner Lessor's Percentage of the Administrative Agent and balance remaining in the Borrower Representative shall take Revenue Account. (b) If, on any Monthly Transfer Date, such additional actions and execute such documents or amendments as Owner Lessor's Percentage of the Administrative Agent may reasonably require to account for any surplus funds on deposit in each the Revenue Account following the transfers noted are insufficient to make in (Afull any transfer required pursuant to clause FIRST, SECOND, THIRD, FOURTH or FIFTH of Section 4.1(a), the Collateral Agent shall make such transfer with funds then on deposit (Bin the following order of priority) (i) in the applicable subaccount of each of the Supplemental Account, the Subordinated Reserve Account (funds shall be transferred from the Subordinated Reserve Account only with respect to clause FIRST, SECOND, THIRD and FOURTH), the Subordinated Rent Payment Account, the Suspended Distributions Account, the Additional Reserve Account (Cfunds shall be transferred from the Additional Reserve Account only with respect to clause SECOND and THIRD), the Equity Account (Dfunds shall be transferred from the Equity Account only with respect to clause SECOND and THIRD ) or the Reserve Account (funds shall be transferred from the Reserve Account only with respect to clause FIRST, second and THIRD), (E), and (F) above, all in form and substance reasonably satisfactory to the Administrative Agent and all at the sole cost and expense, jointly and severally, of the Borrowersas available.