ENERGY SWAP SETTLEMENT DATE HAS OCCURRED;
(D)
FOURTH, TO THE PAYMENT OF ANY OTHER AMOUNT DUE
WHERE THE RELATED SETTLEMENT DATE HAS OCCURRED;
(E)
FIFTH, TO FUND THE DIVIDEND OR DISTRIBUTION
OF AMOUNTS NECESSARY TO MAKE INTERCOMPANY LOANS TO MX ENERGY OR MX CANADA
PERMITTED HEREUNDER;
(F)
SIXTH, TO THE OPERATING ACCOUNT, IN THE
AMOUNTS DETERMINED IN ACCORDANCE WITH CLAUSE (C)(III) OF THIS PART 11;
(G)
SEVENTH, TO PAY ANY OTHER AMOUNT REQUIRED FOR
THE DISCHARGE OF ISDA OBLIGATIONS;
(H)
EIGHTH, IF FUNDS ARE TO BE USED FOR ANY OTHER
PURPOSE, SUCH FUNDS SHALL BE RELEASED ONLY UPON THE APPROVAL OF PARTY A; AND
(I)
NINTH, AFTER THE DISCHARGE OF ISDA
OBLIGATIONS, TO PARTY B.
Party A shall apply any and all amounts due to Party A from funds in the Party A
Sub Account from time to time and in the order of priorities set forth above.
(E)
SWAP NOTE SUB ACCOUNT.
THE SWAP NOTE SUB
ACCOUNT SHALL BE IN THE NAME OF PARTY A.
FUNDS IN THE SWAP NOTE SUB ACCOUNT
SHALL BE TRANSFERRED TO THE PARTY A SUB ACCOUNT AS PROVIDED IN PART 10(B)(VI).
(F)
REPLACEMENT CUSTODIAL ACCOUNT.
IF AT ANY
TIME THE ROYAL BANK OF SCOTLAND PLC'S CREDIT RATING FALLS BELOW BBB- FROM S&P OR
BAA3
FROM MOODY'S, THEN PARTY B MAY REQUIRE THAT PARTY A TRANSFER THE PARTY A
SUB ACCOUNT AND THE SWAP NOTE SUB ACCOUNT TO A QUALIFIED CUSTODIAN PURSUANT TO A
CUSTODIAL AGREEMENT IN FORM AND SUBSTANCE ACCEPTABLE TO PARTY A.
FOR THE
AVOIDANCE OF DOUBT, FOLLOWING ANY SUCH TRANSFER OF THE PARTY A SUB ACCOUNT AND
THE SWAP NOTE SUB ACCOUNT, THE TERMS OF SUCH CUSTODIAL AGREEMENT GOVERNING THE
DISBURSEMENT OF FUNDS FROM SUCH TRANSFERRED ACCOUNTS SHALL BE CONSISTENT WITH
PART 11(D) AND PART 11(E), RESPECTIVELY.
(G)
OTHER ACCOUNTS.
(I)
PARTY B AND EACH SPECIFIED ENTITY OF
PARTY B (OTHER THAN MX ENERGY (AS PERMITTED PURSUANT TO THE TERMS OF THE OTHER
MASTER ISDAS)) SHALL HAVE NO ACCOUNTS OTHER THAN THE LOCKBOX ACCOUNTS, THE
OPERATING ACCOUNT, THE ACCOUNTS DESCRIBED IN THIS PART 11(G) AND THE ESCROW
ACCOUNT, AND SHALL NOT RELEASE FUNDS OR REQUEST RELEASE OF FUNDS FROM SUCH
ACCOUNTS OTHER THAN AS PERMITTED BY THIS PART 11 (EXCEPT FOR THE ESCROW ACCOUNT,
WHICH SHALL NOT BE SUBJECT TO THE LIMITATIONS SET FORTH HEREIN).
(II)
MX CANADA MAINTAINS AN ACCOUNT AT ROYAL
BANK OF CANADA, TORONTO (ACCOUNT NUMBER: 1329788).
WITHIN 30 DAYS OF THE
CLOSING DATE, PARTY B, MX CANADA AND ROYAL BANK OF CANADA, TORONTO SHALL HAVE
ENTERED INTO AN AGREEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO PARTY A,
36
PERMITTING PARTY A TO DIRECT THE DISPOSITION OF SUCH ACCOUNT UPON NOTICE TO
ROYAL BANK OF CANADA, TORONTO.
(III)
MX HOLDINGS MAINTAINS BROKERAGE ACCOUNTS AT
MORGAN STANLEY, NEW YORK (ACCOUNT NUMBER 796011175002) AND DEUTSCHE BANK
SECURITIES, INC., NEW YORK (ACCOUNT NUMBER: 61619603).
THE ONLY ASSETS IN SUCH
ACCOUNTS ARE OLD NOTES HELD BY MX HOLDINGS THAT SHALL BE CANCELED ON THE CLOSING
DATE.
MX HOLDINGS SHALL NOT HOLD ANY