Common use of Application of Moneys Clause in Contracts

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any All moneys received by the Trustee for under these presents from the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bondsrelevant Issuer or, as the case may be, the Guarantor (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, in the order of maturity opinion of the installments Trustee, to a particular Series of such interest (if the amount available for such interest installments shall not Notes issued by the relevant Issuer, be sufficient to pay in full any particular installment apportioned pari passu and rateably between each Series of interestthe Notes issued by the relevant Issuer, then and all moneys received by the Trustee under these presents from the relevant Issuer or, as the case may be, the Guarantor to the extent attributable in the opinion of the Trustee to a particular Series of the Notes issued by the relevant Issuer or which are apportioned to such Series as aforesaid, shall be held by the Trustee upon trust to apply them (subject to Clause 12): (a) FIRST in payment ratably, according or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(j) to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of Trustee and/or any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.Appointee; (b) Whenever moneys are to be applied pursuant SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of that Series; (c) THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and (d) FOURTHLY in payment of the balance (if any) to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to timerelevant Issuer or the Guarantor, as the Trustee shall determinecase may be (without prejudice to, having due regard or liability in respect of, any question as to how such payment to the amount of such moneys available for application relevant Issuer shall be dealt with as between the relevant Issuer or the Guarantor and the likelihood of additional moneys becoming available for such application in the futureany other person). Whenever Without prejudice to this Clause 10, if the Trustee shall apply such fundsholds any moneys which represent principal or interest in respect of Notes issued by the relevant Issuer which have become void under Condition 9 or in respect of which claims have been prescribed, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on Trustee will as soon as practicable pay the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented same to the Trustee for appropriate endorsement relevant Issuer or for cancellation if fully paidthe Guarantor, as the case may be.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit under these presents (including any moneys which represent principal or interest in respect of Bondholders, by any receiver Notes or by any Bondholder pursuant to any right given or action taken Coupons which have become void under the provisions of this Article XI, after payment Condition 9 of the costs and expenses Senior Notes or Condition 16 of the proceedings resulting Tier 2 Notes, as the case may be) shall, unless and to the extent attributable, in the collection of such moneys and opinion of the feesTrustee, expensesto a particular Series of the Notes issued by the Issuer, liabilities be apportioned pari passu and advances incurred or made rateably between each Series of the Notes issued by the Issuer, and all moneys received by the Trustee (including without limitation reasonable fees and reasonable expenses under these presents to the extent attributable in the opinion of its attorneys)the Trustee to a particular Series of the Notes issued by the Issuer or which are apportioned to such Series as aforesaid, shall be deposited held by the Trustee upon trust to apply them (subject to Clause 7.1 (in the Revenue Fund case of Tier 2 Notes only) and 12 as follows): (a) FIRST in payment or satisfaction of all moneys so deposited amounts then due and unpaid under Clauses 15 and/or 16(j) to the Trustee and/or any Appointee; (b) SECONDLY (in the Revenue Fund during case of moneys attributable in the continuance opinion of an Event the Trustee to a particular Series of Default shall be applied Tier 2 Notes or which are apportioned to any such Series as aforesaid (iincluding any moneys in respect of such Tier 2 Notes and/or Coupons (if any) firstrelating thereto which have become void under Condition 16 of the Tier 2 Notes)) if, prior to receipt of any such moneys or within 30 days thereafter the payment to Trustee is provided with a report indicating that the persons entitled thereto Issuer does not or will not satisfy the Solvency Condition and/or the Solvency Capital Requirement and/or the Minimum Capital Requirement (as applicable) in compliance with the requirements of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the BondsClause 7, as the case may be, (which shall be requested by the Trustee on receipt of any such moneys if it has not been received by the Trustee prior thereto), in return to the order of maturity Issuer of the installments whole or such part of such interest payment (if the amount available for such interest installments shall not be sufficient to pay in full after any particular installment of interest, then necessary deductions pursuant to the payment ratably, according preceding paragraph of this Clause) as caused the Issuer not to then satisfy the amounts due on such installment), and if Solvency Condition and/or the amount available Solvency Capital Requirement and/or the Minimum Capital Requirement (as applicable) for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto purposes of the unpaid principal, Issuer's obligations under these presents as applicable, of if it had not been paid by the Issuer and its original payment shall be deemed not to have discharged any of the Bonds which shall have become due with interest on such Bonds at their respective rate from obligations of the respective dates upon which they became due Issuer under these presents); (if the amount available for such unpaid c) THIRDLY in or towards payment pari passu and rateably of all principal and interest shall not be sufficient to pay then due and unpaid in full Bonds due on any particular daterespect of the Notes of that Series; (d) FOURTHLY, together with such interest, then to the in or towards payment ratably, according to the amount pari passu and rateably of all principal and interest including Arrears of Interest then due and unpaid in respect of the Notes of each other Series save that, where at the relevant time there are outstanding any Tier 2 Notes, if prior to receipt of any moneys apportioned to such Tier 2 Notes or within 30 days thereafter the Trustee is provided with a report indicating that the Issuer does not or will not satisfy the Solvency Condition and/or the Solvency Capital Requirement and/or the Minimum Capital Requirement (as applicable) in compliance with the requirements of Clause 7, as the case may be, (which shall be requested by the Trustee on receipt of any such date, in each case moneys if it has not been received by the Trustee prior thereto) there shall be returned to the persons entitled thereto, without Issuer the whole or such part of any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to which would otherwise be applied pursuant to this paragraph towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of such Tier 2 Notes as caused the provisions Issuer not to then satisfy the Solvency Condition and/or the Solvency Capital Requirement and/or the Minimum Capital Requirement (as applicable) for the purpose of this Section 11.10, such moneys shall be applied at such times, and from time to timeClause 7, as the Trustee case may be, (and any money so returned shall determine, having due regard be treated for the purposes of the Issuer's obligations under these presents as if it had not been paid by the Issuer and its original payment shall be deemed not to have discharged any of the obligations of the Issuer under these presents); and (e) FIFTHLY in payment of the balance (if any) to the amount Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer and any other person). Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes or Coupons issued by the Issuer which have become void under Condition 9 of the Senior Notes and Condition 16 of the Tier 2 Notes, the Trustee will hold such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidabove trusts.

Application of Moneys. If available moneys in the Debt Service Fund after any required transfers from the Redemption Fund are not sufficient on any day to pay all principal (a) Any including sinking fund installments, if any), redemption price and interest on the Outstanding Bonds then due or overdue, such moneys received by (other than any sum in the Trustee Redemption Fund irrevocably set aside for the benefit redemption of Bondholders, by any receiver particular Bonds or by any Bondholder pursuant required to any right given or action taken purchase Bonds under the provisions of this Article XIoutstanding purchase contracts) shall, after payment of the costs all charges, disbursements and expenses indemnities of the proceedings resulting Trustee in the collection of such moneys and of the feesaccordance with this Agreement, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (iin the order such funds are named in this section) first, first to the payment to the persons entitled thereto of all installments of interest then due on the Bondsinterest, with including interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may beprincipal, in the order of maturity of in which the installments of such same became due (pro rata with respect to interest (if which became due at the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then same time) and second to the payment ratablyof principal (including sinking fund installments, according if any) and redemption premiums, if any, without regard to the order in which the same became due (in proportion to the amounts due). For this purpose interest on overdue principal shall be treated as coming due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto first day of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) month. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10section, such moneys shall be applied at such times, and from time to time, as the Trustee in its discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply exercise such funds, discretion it shall fix the date (which shall be an Interest Payment Date the first of a month unless it the Trustee shall deem another date more suitable) upon which such application is to be made made, and upon such date interest on the amounts to be of principal paid on such date shall cease to accrue. The Trustee shall give such notice of the deposit with as it of any such moneys and may deem appropriate of the fixing of any such date by Mail date. When interest or a portion of the principal is to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to paid on an overdue Bond, the Trustee may require presentation of the Bond for appropriate endorsement or for cancellation if fully paidof the payment. 312.

Application of Moneys. (aA) Any Except as provided in subsection (C) below, all moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIVI shall, after payment of the costs cost and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in into the Revenue Fund Bond Fund; and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied applied, together with the other moneys held by the Trustee hereunder, as follows: (i1) firstUnless the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied: FIRST - to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of the maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment ratably, according to the amounts due on such installment), to the Persons entitled thereto, without any discrimination or privilege; SECOND - to the payment to the Persons entitled thereto of the unpaid principal of and any premium on the Bonds (other than Bonds called for redemption for the payment of which moneys shall be held pursuant to the provisions of the Indenture) which shall have become due, in order of their maturities, with interest from the date upon which they became due and, if the amount available for such interest shall not be sufficient to make payment thereofpay in full the principal of and premium, if any, and interest on the Bonds due on any particular date, then to the payment thereof ratably ratably, according to the respective aggregate amounts due respectively for principal, interest and (ii) secondpremium, if any, to the Persons entitled thereto, without any discrimination or privilege; THIRD - to the payment to the persons Persons entitled thereto of the unpaid principalprincipal of, as applicablepremium, of any of if any, on, or interest on the Bonds which shall have may thereafter become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (and payable, and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interestinterest and premium, if any, then to the due and owing thereon, payment ratably, shall be made ratably according to the amount of interest, principal and interest premium, if any, due on such date, in each case date to the persons Persons entitled thereto, without any discrimination or privilege among Holders privilege; and FOURTH - to the Bank. (2) If the principal of Bonds)all the Bonds shall have become due or shall have been declared due and payable, and, if the amount available for all such principal and interest moneys shall not be sufficient to make full payment thereof, then applied to the payment thereof ratably of the principal, premium, if any, and interest then due and unpaid upon the Bonds, without preference or priority of principal and premium over interest or of interest over principal and premium, or of any installment of interest over any other installment of interest, or of any Bonds over any other Bonds, ratably, according to the respective aggregate amounts duedue respectively for principal, premium, if any, and interest, to the Persons entitled thereto without any discrimination or privilege. (b3) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of paragraph (A)(2) of this Section 609 in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (A)(1) of this Section. (B) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10609(A)(1) hereof, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for such application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsmoneys under Section 609(A)(1), it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made made, and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Whenever moneys are to be applied pursuant to the provisions of Section 609(A)(2), such moneys shall be applied immediately upon receipt thereof. In either case, the Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders date, and shall not be required to make payment to the holder of any Bondholder Bond until such Bonds Bond shall be presented to the Trustee for appropriate endorsement and a new Bond is issued or for cancellation the Bond is cancelled if fully paid. (C) Any moneys received by the Trustee from the Bank pursuant to the exercise of any rights granted hereunder or under the Letter of Credit shall first be applied in accordance with Section 408 hereof.

Application of Moneys. (a) Any ALL moneys received by the Trustee for under these presents shall, unless and to the benefit extent attributable in the opinion of Bondholdersthe Trustee to a particular Series of the Notes, be apportioned pari passu and rateably between each Series of the Notes, and all moneys received by the Trustee under these presents to the extent attributable in the opinion of the Trustee to a particular Series of the Notes or which are apportioned to such Series as aforesaid (including any receiver moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 8) shall be held by the Trustee upon trust to apply them (subject to Clause 11 and, in the case of Dated Subordinated Notes only, Clauses 7(B)(2) and 7(C)(3)): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 14 and/or 15(J) to the Trustee and/or any Bondholder pursuant to any right given Appointee; SECONDLY in or action taken under towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the provisions Notes of this Article XI, after that Series; THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series; and FOURTHLY in payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee balance (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (iif any) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the BondsIssuer or, as the case may be, the Guarantor (without prejudice to, or liability in the order of maturity of the installments of respect of, any question as to how such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principalIssuer or, as applicablethe case may be, of the Guarantor shall be dealt with as between the Issuer or, as the case may be, the Guarantor and any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bondsother person), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant . Without prejudice to the provisions of this Section 11.10Clause, such if the Trustee shall hold any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 8, the Trustee shall be applied at such times(subject to payment, or provision for the payment or satisfaction, of all amounts then due and from time unpaid under Clauses 14 and/or 15(J) to timethe Trustee and/or any Appointee) pay the same to the Issuer or, as the Trustee shall determinecase may be, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidGuarantor.

Application of Moneys. If available moneys in the Debt Service Fund are not sufficient on any day to pay all principal, redemption premium, if any, and interest on the Outstanding Bonds then due or overdue, such moneys (a) Any moneys received by other than any sum in the Trustee Debt Service Fund irrevocably set aside for the benefit redemption of Bondholders, by any receiver particular Bonds or by any Bondholder pursuant required to any right given or action taken purchase Bonds under the provisions of this Article XIoutstanding purchase contracts) shall, after payment of the costs all charges and expenses disbursements of the proceedings resulting Trustee and Paying Agent in the collection of such moneys and of the feesaccordance with this Agreement, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, first to the payment to the persons entitled thereto of all installments of interest then due on the Bondsinterest, with including interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may beprincipal, in the order of maturity of in which the installments of such same became due (pro rata with respect to interest (if which became due at the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then same time) and second to the payment ratablyof principal and redemption premiums, according if any, without regard to the order in which the same became due (in proportion to the amounts due). For this purpose interest on overdue principal shall be treated as coming due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto first day of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) month. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10section, such moneys shall be applied at such times, and by the Trustee or the Paying Agent from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee or the Paying Agent shall apply such fundsmoneys pursuant to this section, it shall fix the date (which shall be an Interest Payment Date the first of a month unless it the Trustee or the Paying Agent shall deem another date more suitable) upon which such application is to be made made, and upon such date interest on the amounts to be of principal paid on such date shall cease to accrue. The Trustee or the Paying Agent shall give such notice of the deposit with as it of any such moneys and may deem appropriate of the fixing of any such date by Mail date. When interest or a portion of the principal is to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to paid on an overdue Bond, the Trustee Paying Agent may require presentation of the Bond for appropriate endorsement or for cancellation if fully paidof the payment.

Application of Moneys. (a) Any moneys received by Unless the Trustee for principal of all Bonds shall have become due or shall have been declared due and payable, all amounts on deposit in the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIOperating Revenue Fund, after payment of the costs cost and expenses of the proceedings resulting in the collection of such moneys and of moneys, the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable and its fees and reasonable the expenses of its attorneys)in carrying out this Agreement, shall be deposited applied beginning on the first Business Day of each month in the Revenue Fund following order of priority: the Outstanding Senior Indebtedness to and including the first day of the next calendar month; (ii) the amount of any payments or reimbursements due in the next ensuing month to each Enhancement Facility Provider to the extent such payment or reimbursement obligation constitutes Senior Indebtedness hereunder; and (iii) the amount of any payments due in the next ensuing month under any Hedge Agreement or Qualified Swap secured on a parity with Senior Indebtedness, and all such deposits shall be adjusted to give credit for any other available money then in such interest account or subaccount or otherwise available and designated to be used for such purpose; (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) firstto the payment of the principal and interest then due and unpaid on the Senior Indebtedness, including, to the payment to the persons entitled thereto of all installments of interest then due on the Bondsextent permitted by law, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest, without preference or priority of principal over interest (if the amount available for such or of interest installments shall not be sufficient to pay in full over principal, or of any particular installment of interest over any other installment of interest, then to the payment or of any Senior Indebtedness over any other Senior Indebtedness, ratably, according to the amounts due on such installment), and if the amount available respectively for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders preference except as to any difference in the respective rates of Bonds)interest specified in the Senior Indebtedness. (c) If the principal of all the Bonds shall have become due or shall have been declared due and payable and there is no Senior Indebtedness Outstanding hereunder, and, if all such moneys shall be applied to the amount available for such payment of the principal and interest then due and unpaid on the Senior Subordinate Indebtedness, including, to the extent permitted by law, interest on overdue installments of interest, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Senior Subordinate Indebtedness over any other Senior Subordinate Indebtedness, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Senior Subordinate Indebtedness. (d) If the principal of all the Bonds shall not have become due or shall have been declared due and payable and there is no Senior Indebtedness or Senior Subordinate Indebtedness Outstanding hereunder, all such moneys shall be sufficient to make full payment thereof, then applied to the payment thereof ratably of the principal and interest then due and unpaid on the Subordinate Indebtedness, including, to the extent permitted by law, interest on overdue installments of interest, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Subordinate Indebtedness over any other Subordinate Indebtedness, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective aggregate amounts duerates of interest specified in the Subordinate Indebtedness. (be) If the principal of all the Bonds shall have become due or shall have been declared due and payable and there is no Senior Indebtedness, Senior Subordinate Indebtedness or Subordinate Indebtedness Outstanding hereunder, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on the Commonwealth Guaranteed Indebtedness, including, to the extent permitted by law, interest on overdue installments of interest, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Commonwealth Guaranteed Indebtedness over any other Commonwealth Guaranteed Indebtedness, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Commonwealth Guaranteed Indebtedness. (f) If the principal of all the Bonds shall have become due or shall have been declared due and payable and there is no Senior Indebtedness, Senior Subordinate Indebtedness, Subordinate Indebtedness or Commonwealth Guaranteed Indebtedness Outstanding hereunder, all such moneys shall be applied to the payment of the principal and interest then due and unpaid on the Commonwealth Supported Obligations, including, to the extent permitted by law, interest on overdue installments of interest, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Commonwealth Supported Obligations over any other Commonwealth Supported Obligations, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or preference except as to any difference in the respective rates of interest specified in the Commonwealth Supported Obligations. (g) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, times and from time to time, time as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsmoneys, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon on which such application is to be made and upon on such date interest on the amounts of principal to be paid on such date and shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date date. Whenever the principal of and premium, if any, and interest on all Indebtedness have been paid under the provisions of this Section, all payments required by Mail to the terms of any Supplemental Agreement have been paid and all Bondholders expenses and shall not be required to make payment to charges of the Trustee have been paid, any Bondholder until such Bonds balance remaining in the several funds created by this Agreement shall be presented paid to the Trustee for appropriate endorsement or for cancellation if fully paidAuthority as provided in Section 5.15.

Application of Moneys. (a) Any If available moneys received by in the Trustee for Bond Fund are not sufficient on any day to pay all principal of, premium, if any, and interest on the benefit of BondholdersOutstanding Bonds then due or overdue, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIsuch moneys shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by all amounts owing to the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)the Authority under this Agreement, shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, first to the payment to the persons entitled thereto of all installments of interest then due on the Bondsinterest, with including interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may beprincipal, in the order of maturity of in which the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they same became due (if pro rata with respect to interest which became due at the amount available for such unpaid principal same time) and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then second to the pro rata payment ratably, according to the amount of principal and interest due on such datepremium, if any, without regard to the order in which the same became due, in each case to pro rata among Bondowners. For this purpose interest on overdue principal shall be treated as coming due on the persons entitled thereto, without any discrimination or privilege among Holders first day of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) each month. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10section, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply exercise such funds, discretion it shall fix the date (which shall be an Interest Payment Date the first day of a month unless it the Trustee shall deem another date more suitable) upon which such application is to be made made, and upon such date interest on the amounts to be of principal paid on such date shall cease to accrue. The Trustee shall give such notice of the deposit with as it of any such moneys and may deem appropriate of the fixing of any such date by Mail date. When interest or a portion of the principal is to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to paid on an overdue Bond, the Trustee may require presentation of the Bond for appropriate endorsement or for cancellation if fully paidof the payment. Section 305. Payments by the Company.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIIX, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, reasonable expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable its counsel fees and reasonable expenses (provided that moneys received under the Letter of its attorneysCredit, or other moneys held for the benefit of Bondholders, shall not be used for purposes other than payment of the Bonds), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds at their respective rate from the respective dates upon which they became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal, as aforesaid, without preference or priority of principal over interest or interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article IX, then, subject to the provisions of clause (b) of this Section 9.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of clause (a) of this Section 9.10. (d) To the Bank to the extent of any amounts owing under the Reimbursement Agreement. Whenever moneys are to be applied pursuant to the provisions of this Section 11.109.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (unless such date has already been fixed pursuant to Section 9.02) (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal and interest to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid; provided, however, that in the event of acceleration pursuant to Section 9.02 hereof, the date so fixed shall be no later than three (3) days from the date of such notice.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner pursuant to any right given or action taken under the provisions of this Article XIVIII, after payment of the fees, costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee or its agents or Counsel (including without limitation reasonable fees and reasonable expenses provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 5.04 or Article VII hereof shall not be used for purposes other than payment of its attorneyssuch Bonds), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bondseach Bond, with interest on overdue installmentsinstallments of interest, if lawful, lawful at the rate per annum then borne by the Bonds, as the case may besuch Bond, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds each Bond at their respective its rate from the respective dates upon which they it became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) Whenever moneys are to be applied pursuant to If the provisions principal of this Section 11.10all the Bonds shall have been declared due and payable, all such moneys shall be applied at such timesto the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal as aforesaid, without preference or priority of principal over interest or interest over principal or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and from time to timeif such declaration shall thereafter have been rescinded and annulled under the provisions of this Article VIII then, as the Trustee shall determine, having due regard subject to the amount provisions of such moneys available for application and the likelihood subparagraph (b) of additional moneys becoming available for such application this Section 8.10 which shall be applicable in the futureevent that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of subparagraph (a) of this Section 8.10. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Bond Payment Date unless it shall deem another date more suitable) upon which such application is to be made commence and upon such date Bond Payment Date interest on the amounts of principal and interest to be paid on such date Bond Payment Date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date Bond Payment Date by Mail to all Bondholders Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder Owner until such Bonds Bond shall be presented to the Trustee Registrar for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. 10.1 Subject to clause 10.2 hereof all moneys payable to the Lender under any one or more of the Insurance Assignments and any other moneys payable to the Lender under any one or more of this agreement, the Security Documents and any other documents executed pursuant hereto or thereto the application of which is not specifically provided for by another clause hereof shall be paid to the Lender's account with such bank or banks as the Lender may nominate from time to time and shall be applied by the Lender as follows:- (a1) Any all moneys received from a Total Loss or sale of the Vessel shall be applied as follows:- (1) first in payment of any and all sums whatsoever due and payable to the Lender hereunder (such sums to be paid in such order as the Lender may in its sole discretion elect); (i) second in repayment of the Loan and accrued interest thereon and in payment of any sums due to the Lender by virtue of that repayment under clause 8.5 hereof; and (2) third in payment of any credit balance to the Guarantor or to whomsoever may be entitled thereto; and (2) all moneys not covered by clause 10.1 (A) hereof shall be applied as follows:- (1) first in accordance with clause 10.1(A)(i) hereof; (2) second (in respect only of moneys received by virtue of any one or more of the Trustee Insurance Assignments) in reimbursement to the Guarantor and/or the Bareboat Charterer for such of the benefit costs (if any) incurred by the Guarantor and/or the Bareboat Charterer in effecting the repair of Bondholdersthe damage in respect of which those moneys are received as the Lender shall approve (such approval not to be unreasonably withheld); (3) third in repayment of the Loan and accrued interest thereon and in payment of any sums due to the Lender by virtue of that repayment under clause 8.5 hereof; and (4) fourth in payment of any credit balance to the Borrower or to whomsoever may be entitled thereto. 10.2 From and after the giving of notice by the Lender to the Borrower pursuant to clause 11.1 hereof all moneys whatsoever received or recovered by the Lender under any one or more of this agreement, the Security Documents and any other documents executed pursuant hereto or thereto shall be applied by any receiver or by any Bondholder pursuant the Lender as follows:- (A) first in accordance with clause 10.1(A)(i) hereof, subject to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, Lender may have to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full delay any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date order to maximise its claim; and (which shall be an Interest Payment Date unless it shall deem another date more suitable1) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it second in payment of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented credit balance to the Trustee for appropriate endorsement Borrower or for cancellation if fully paidto whomsoever may be entitled thereto.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner pursuant to any right given or action taken under the provisions of this Article XIIX, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee or its agents or counsel (including without limitation reasonable fees provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 6.05 and reasonable expenses Article VIII hereof shall not be used for purposes other than payment of its attorneyssuch Bonds), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or other-wise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bondseach Bond, with interest on overdue installmentsinstallments of interest, if lawful, lawful at the rate per annum borne by the Bonds, as the case may besuch Bond, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds each Bond at their respective its rate -57- Forsyth Series 1998A Trust Indenture from the respective dates upon which they it became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal as aforesaid, without preference or priority of principal over interest or interest over principal or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of subparagraph (b) of this Section 9.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of subparagraph (a) of this Section 9.10. Whenever moneys are to be applied pursuant to the provisions of this Section 11.109.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Bond Payment Date unless it shall deem another date more suitable) upon which such application is to be made commence and upon such date Bond Payment Date interest on the amounts of principal and interest to be paid on such date Bond Payment Date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date Bond Payment Date by Mail to all Bondholders Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder Owner until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any All moneys held by the Collateral Agent in the Collateral Account or received by the Trustee Collateral Agent while a Notice of Acceleration is in effect shall, to the extent available for distribution (it being 8 understood that the benefit of Bondholders, by any receiver or by any Bondholder Collateral Agent may liquidate investments prior to maturity in order to make a distribution pursuant to this subsection 3.4), be distributed by the Collateral Agent on each Distribution Date in the following order of priority: First: to the Collateral Agent amounts equal to all sums which constitute unreimbursed costs and expenses of the Collateral Agent and its representatives incurred under or in connection with this Collateral Agency Agreement or the Security Agreement; Second: to the Secured Parties amounts equal to all sums which constitute unreimbursed costs and expenses of such Secured Parties paid to the Collateral Agent under or in connection with this Collateral Agency Agreement or the Security Agreement; Third: to the Secured Parties, in an amount equal to the unpaid principal or face amount of, and unpaid interest on and fees or charges, if any, in respect of, the Obligations then outstanding held by the Secured Parties whether or not then due and payable and, if such moneys shall be insufficient to pay such amounts in full, then ratably (without priority of any right given or action taken under one over any other) to the provisions of this Article XISecured Parties in proportion to the unpaid amounts thereof on such Distribution Date; and Fourth: to the Secured Parties, after payment of amounts equal to all other sums which constitute Obligations held by the Secured Parties, including without limitation the costs and expenses of the proceedings resulting in Secured Parties and their representatives which are due and payable under the collection relevant Loan Agreement and which constitute Obligations as of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds)Distribution Date, and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at insufficient to pay such timessums in full, then ratably to such Secured Parties in proportion to such sums; and from time to time, as the Trustee Fifth: any surplus then remaining shall determine, having due regard be paid to the amount Pledgor or its successors or assigns or to whomsoever may be lawfully entitled to receive the same or as a court of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidcompetent jurisdiction may direct.

Application of Moneys. (a) Any 27.1 All moneys arising from the exercise of the powers of the Receiver and all other moneys received by the Trustee for Receiver shall be applied by the benefit of Bondholders, by any receiver or by any Bondholder pursuant Receiver subject to any right given claim having priority thereto:- (a) First, in or action taken under the provisions of this Article XI, after towards payment of the costs all costs, charges and expenses of and incidental to the proceedings resulting in the collection of such moneys and appointment of the fees, expenses, liabilities Receiver and advances incurred or made the exercise by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto him of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of or any of the Bonds which shall have become due with interest on powers aforesaid including the reasonable remuneration of the Receiver and all outgoings paid by him and liabilities incurred by him as a result of such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.exercise; (b) Whenever Secondly, in or towards payment of all costs, fees, charges and expenses whatsoever incurred or paid by the Bank under or in connection with this Assignment, the Facility Letter or any document entered into or made in connection with the Facilities or any security; (c) Thirdly, in or towards payment to the Bank of all principal, interest and other moneys obligations and liabilities for the time being due, owing or outstanding under this Assignment, the Facility Letter or any document entered into or made in connection with the Facilities or any security in whatever order as the Bank may decide and where such moneys obligations and liabilities are of a contingent nature, in or towards making full and adequate provisions for payment of such moneys, obligations and liabilities as and when they become due and payable (save that the Bank may credit the same to a suspense account for so long and in such manner as the Bank and the Receiver may determine or consider expedient); and (d) Fourthly, any surplus shall be applied pursuant paid to the Assignor or the person entitled thereto. Save as aforesaid the Bank shall be under no liability whatsoever to the Receiver for his remuneration, costs, charges, expenses or otherwise. 27.2 In the event that the Bank shall enforce the security hereby constituted otherwise than by the appointment of a Receiver, then the Bank shall for the purpose of the application of all moneys received by it in consequence of or arising upon such enforcement, observe perform and be bound by the provisions of this Section 11.10, Clause 27.1 (mutatis mutandis) to the intent that all such moneys so received shall be applied at such times, and from time to time, as in all respects in the Trustee shall determine, having due regard manner required by that sub-clause in relation to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidtherein mentioned.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner pursuant to any right given or action taken under the provisions of this Article XIVIII, after payment of the fees, costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee or its agents or counsel (including without limitation reasonable fees and reasonable expenses provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 5.04 or Article VII hereof shall not be used for purposes other than payment of its attorneyssuch Bonds), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bondseach Bond, with interest on overdue installmentsinstallments of interest, if lawful, lawful at the rate per annum then borne by the Bonds, as the case may besuch Bond, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds each Bond at their respective its rate from the respective dates upon which they it became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal as aforesaid, without preference or priority of principal over interest or interest over principal or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of subparagraph (b) of this Section 8.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of subparagraph (a) of this Section 8.10. Whenever moneys are to be applied pursuant to the provisions of this Section 11.108.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Bond Payment Date unless it shall deem another date more suitable) upon which such application is to be made commence and upon such date Bond Payment Date interest on the amounts of principal and interest to be paid on such date Bond Payment Date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date Bond Payment Date by Mail to the Provider and all Bondholders Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder Owner until such Bonds Bond shall be presented to the Trustee Registrar for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any Notwithstanding anything to the contrary within this Indenture, the Disbursement Documents, the Last Out Subordination Agreement, or the Trust Transaction Documents, all moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIIndenture or under any of the other Transaction Documents including any proceeding at law or in equity to enforce the provisions of and foreclose, realize, levy or execute upon all items of collateral hereunder, together with all funds held by the Trustee hereunder, shall be deposited in the Debt Service Fund and, after payment of all of the fees, costs and expenses of (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (or the Servicer, if applicable) including without limitation reasonable attorneys’ fees, and all other outstanding fees and reasonable expenses of its attorneysand indemnities owing to the Trustee (or the Servicer, if applicable) incurred under the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture, the Indenture, the Disbursement Documents, and/or the Trust Transaction Documents, or otherwise in connection with such actions, and thereafter any fees, expenses, liabilities and advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable, the Servicer), shall be deposited in the Revenue Fund and all such moneys so deposited in the Revenue Fund during the continuance of an Event of Default thereafter shall be applied in the order set forth below: (ia) firstUnless the principal of all Series 2023-A Notes, Series 2024-A Notes and Series 2025-A Notes shall have become or been declared due and payable, all such moneys (other than any Insurance Payments, which shall be applied solely to the payment of the Series 2023-A Notes) shall be applied to the persons entitled thereto ratable payment of all installments of cash interest then due on the Bonds, with interest on overdue installmentsSeries 2023-A Notes (including the 2023-A Exit Premium, if lawfulsuch fee has become or been declared due and payable), at Series 2024-A Notes (other than the rate per annum borne by 2024-A Exit Premium) and Series 2025-A Notes (other than the Bonds2025-A Exit Premium) on a pro rata basis relative to each series of Notes, as the case may beand, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestall such amounts, then to the ratable payment ratably, according of all such amounts so due and the portion thereof allocable to the amounts due on such installment), and if the amount available for such installments of interest shall not be sufficient applied in order of priority first to make payment thereof, then to installments past due for the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.longest period; (b) Whenever moneys are to be applied pursuant to If the provisions principal of this Section 11.10all the Series 2023-A Notes, Series 2024-A Notes and Series 2025-A Notes shall have become or been declared due and payable, all such moneys (other than any Insurance Payments, which shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard solely to the amount payment of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which Series 2023-A Notes) shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is applied to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice payment of the deposit with it principal then due and unpaid upon the Series 2023-A Notes (including the 2023-A Exit Premium), Series 2024-A Notes (other than the 2024-A Exit Premium) and Series 2025-A Notes (other than the 2025-A Exit Premium) on a pro rata basis relative to each series of any such moneys Notes; and (c) Subject to the Last Out Subordination Agreement and provided that the principal, interest and applicable exit premium applicable to the Series 2023-A Notes, Series 2024-A Notes and Series 2025-A Notes shall have been paid, all remaining monies shall be applied to the payment of the fixing principal, interest and exit premium due and unpaid upon the Last Out Notes.” Section 6.08 [Reserved] Section 6.09 [Reserved] Section 6.10 [Reserved] Section 6.11 Section 6.11 of any such date by Mail to all Bondholders the Third Supplemental Indenture is hereby amended and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.restated in its entirety as follows:

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Bondholder, shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied as follows: (ia) firstUnless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: first - to the payment to the persons entitled thereto Bondholder of all installments of interest then due on the Bonds, with Bonds (other than installments of interest on overdue installments, if lawful, at Bonds with respect to the rate per annum borne by payment of which moneys and/or Government Obligations are set aside in the Bonds, as special account in the case may beBond Fund), in the order of the maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), ; and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, second - to the payment to the persons entitled thereto Bondholder of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than principal of Bonds with respect to the payment of which moneys and/or Government Obligations are set aside in the special account in the Bond Fund), in the order of their due dates, with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts become due. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment to the Bondholder of the principal and interest then due and unpaid upon the Bonds (other than principal of and interest on Bonds with respect to the payment of which moneys and/or Government Obligations are set aside in the special account in the Bond Fund). (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, and from time to time, as the Trustee Bondholder shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee Bondholder shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date dates shall cease to accrue. The Trustee Issuer shall give such notice as it may deem appropriate of the deposit with it to the Bond Fund of any such moneys and of the fixing of any such date by Mail to all Bondholders date, and shall not be required to make payment to any the Bondholder until such Bonds Bond shall be presented to the Trustee Issuer for appropriate endorsement or for cancellation if fully paid in full. Whenever all Bonds and interest thereon have been paid under the provisions of this Section 1107 and all expenses and charges of the Bondholder have been paid, any balance remaining in the Bond Fund shall be paid to the Lessee as provided in Section 609 hereof.

Application of Moneys. (a) Any All moneys received by the Trustee for in respect of the benefit Notes of Bondholdersany Series or amounts payable under this Trust Deed will despite any appropriation of all or part of them by the Issuer (including any moneys which represent principal or interest in respect of Notes, by any receiver Receipts or by any Bondholder pursuant to any right given or action taken Coupons which have become void under the provisions of this Article XIConditions shall, after payment unless and to the extent attributable, in the opinion of the costs and expenses Trustee, to a particular Series of the proceedings resulting in the collection of such moneys Notes, be apportioned pari passu and rateably between each Series of the feesNotes, expenses, liabilities and advances incurred or made all moneys received by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in under this Trust Deed from the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the BondsIssuer or, as the case may be, the Guarantors to the extent attributable in the order of maturity opinion of the installments of such interest (if the amount available for such interest installments shall not be sufficient Trustee to pay in full any a particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto Series of the unpaid principalNotes or which are apportioned to such Series as aforesaid, as applicablebe held by the Trustee on trust to apply them (subject to Clause 12.2 (Investment of moneys): (a) first, in payment or satisfaction of those Liabilities incurred by the Trustee or any Appointee in the preparation, maintenance and execution of the Bonds which shall have become due with interest on such Bonds at their respective rate from trusts of this Trust Deed (including remuneration and any additional remuneration of the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of BondsTrustee), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.; (b) Whenever secondly, in or towards payment pari passu and rateably of all interest remaining unpaid in respect of the Notes of the relevant Series and all principal moneys are to be applied pursuant to due on or in respect of the provisions Notes of this Section 11.10that Series provided that where the Notes of more than one Series become so due and payable, such moneys monies shall be 28 applied as between the amounts outstanding in respect of the different Series pari passu and rateably (except where, in the opinion of the Trustee, such monies are paid in respect of a specific Series or several specific Series, in which event such monies shall be applied at solely to the amounts outstanding in respect of that Series or those Series respectively); and (c) thirdly, the balance (if any) in payment to the Issuer (without prejudice to, or liability in respect of, any question as to how such timespayments shall be dealt with as between the Issuer and the Guarantors and any other person). Without prejudice to this Clause 10, and from time to time, as if the Trustee shall determineholds any moneys which represent principal or interest in respect of Notes which have become void or in respect of which claims have been prescribed under Condition 14 (Prescription), having due regard to the amount of Trustee will hold such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidabove trusts.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the costs reasonable cost and expenses of the proceedings resulting in the collection of such moneys and of the fees, reasonable expenses, liabilities and advances incurred or made by the Trustee (including without limitation and the reasonable fees and reasonable expenses expenses, if any, of its attorneys)the Issuer in carrying out this Indenture or the Agreement, shall be deposited in the Revenue Fund Bond Fund; provided, however, that no proceeds from any draw on the Letter of Credit shall be used for any purpose other than payment of the principal of and all moneys so deposited premium, if any (to the extent permitted therefor in the Revenue Letter of Credit), and interest on the Bonds or the purchase price thereof. All moneys in the Bond Fund during the continuance of an Event of Default shall be applied as follows: (ia) firstUnless the principal of all Bonds shall have become or shall have been declared due and payable: First, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of the maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment ratably, according to the amounts due on such installment), to the persons entitled thereto, without any discrimination or preference except as provided in Section 8.13, and if the amount available for such interest shall not be sufficient as to make payment thereof, then to the payment thereof ratably according to any difference in the respective aggregate amounts due and (ii) secondrates of interest specified in the Bonds; Second, to the payment to the persons entitled thereto of the unpaid principalprincipal of and premium, as applicableif any, of on any of the Bonds which that shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds at their the respective rate rates specified therein from the respective dates upon which they became become due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then first to the payment of such interest ratably, according to the amount of principal and such interest due on such date, in each case and then to the amount of such principal and premium, if any, ratably, according to the amount of such principal and premium, if any, due on such date, to the persons entitled thereto, without any discrimination or privilege among Holders preference, except as provided in Section 8.13, and as to any difference in the respective rates of interest specified in the Bonds); and Third, andto the extent permitted by law, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably to the persons entitled thereto of the unpaid interest on overdue installments of interest ratably, according to the amounts of such interest due on such date, without any discrimination or preference, except as provided in Section 8.13, and as to any difference in the respective aggregate amounts duerates of interest specified in the Bonds. (b) If the principal of all Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and premium, if any, and interest then due and unpaid upon the Bonds, including to the extent permitted by law, interest on overdue installments of interest, without preference or priority of principal and premium, if any, over interest or of interest over principal and premium, if any, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably according to the amounts due respectively for principal and premium, if any, and interest, to the persons entitled thereto, without any discrimination or privilege, except as provided in Section 8.13. (c) If the principal of all Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of Section 8.06(b) in the event that the principal of all Bonds shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of Section 8.06(a). (d) All amounts received from a draw upon the Letter of Credit shall be applied exclusively to the payment of the principal of and premium, if any (to the extent permitted under the Letter of Credit), and interest on the Bonds or the purchase price thereof. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, times and from time to time, time as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsmoneys, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitablesuitable or as required by Section 8.03(a)) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accruemade. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders date, and shall not be required to make payment to the holder of any Bondholder Bond until such Bonds shall be Bond is presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all principal of and premium, if any, and interest on all Bonds have been paid under the provisions of this Section and all expenses and charges of the Trustee and the Issuer have been paid, and all obligations of the Company to the Bank pursuant to the Reimbursement Agreement shall have been paid in full and all rebatable arbitrage payments have been made, the balance remaining in the Bond Fund shall be paid to the Company as provided in Section 4.10.

Application of Moneys. (a) Any In the event that an Event of Default shall have occurred and be continuing and at any time the moneys received held by the Indenture Trustee will be insufficient for the payment of (i) the principal of and interest then due on the Notes and/or (ii) any Issuer Exchange Payment, such moneys (other than moneys held for the payment or redemption of particular Notes, which proceeds and moneys shall be applied solely to the payment of principal and interest to Holders other than the Issuer) and all Available Funds received or collected from the Trust Estate or otherwise for the benefit or for the account of Bondholders, Holders and/or an Exchange Counterparty by any receiver or by any Bondholder pursuant the Indenture Trustee shall be applied first to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of moneys, the fees, expenses, liabilities and advances incurred or made by the Indenture Trustee (including without limitation in connection with such proceedings and to the payment of the other reasonable and proper fees and reasonable expenses of its attorneys), shall be deposited the Indenture Trustee under this Indenture and of such other expenses as are necessary in the Revenue Fund judgment of the Indenture Trustee to prevent loss of Available Funds and to protect the interests of the Holders and/or each Exchange Counterparty, and thereafter as follows: 1. If the principal of all moneys so deposited in of the Revenue Fund during the continuance of an Event of Default Notes shall be applied (i) firstnot have become or has not been declared due and payable, FIRST, to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with Senior Notes (including any interest on overdue installments, if lawful, principal at the rate per annum borne by the Bondsrespective Senior Notes), as the case may beand to each Senior Exchange Counterparty of all Senior Issuer Exchange Payments then due, in the order of maturity of the that such installments of such interest (and/or Senior Issuer Exchange Payments shall have become due, and, if the amount amounts available for such interest installments shall not be sufficient to pay in full any particular installment all installments of interest, then to the payment ratably, according to the amounts interest and/or Senior Issuer Exchange Payments coming due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereofsame date, then to the payment thereof ratably ratably, according to the respective aggregate amounts amount due thereon, to such Persons entitled thereto, without any discrimination or preference; and (ii) secondSECOND, to the payment to the persons Persons entitled thereto, of the unpaid Noteholders' Principal Distribution Amount and/or principal due and unpaid on the Senior Notes at the time of such payment without preference or priority of any Senior Notes over any other Senior Notes, ratably, according to the Noteholders' Principal Distribution Amount and/or amounts due for principal, to such Persons entitled thereto without any discrimination or preference; and THIRD, to the payment to the Persons entitled thereto of all installments of interest then due on the unpaid principalSubordinate Notes (including any interest on overdue principal at the interest rates borne by the respective Subordinate Notes), as applicableand to each Subordinate Exchange Counterparty of all Subordinate Issuer Exchange Payments then due, in the order that such installments of any of the Bonds which interest and/or Subordinate Issuer Exchange Payments shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (due, and, if the amount amounts available for such unpaid principal and interest shall not be sufficient to pay in full Bonds all installments of interest and/or Subordinate Issuer Exchange Payments coming due on any particular the same date, together with such interest, then to the payment thereof ratably, according to the amount of principal and interest due on thereon, to such date, in each case to the persons Persons entitled thereto, without any discrimination or privilege among Holders of Bonds)preference; and FOURTH, and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably to the Persons entitled thereto of the unpaid Noteholders' Principal Distribution Amount and/or principal due and unpaid on the Subordinate Notes at the time of such payment without preference or priority of any Subordinate Notes over any other Subordinate Notes, ratably, according to the respective aggregate amounts duedue for principal, to such Persons entitled thereto without any discrimination or preference. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner of a Bond pursuant to any right given or action taken under the provisions of this Article XIVIII, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)any other amounts owing to the Trustee under Section 9.04 hereof, shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons Persons entitled thereto of the unpaid principalprincipal of and premium, as applicableif any, of on any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds at their respective rate rates from the respective dates upon which they became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and premium, if any, and interest due on such date, in each case to the persons Persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if acceleration of the maturity of the Bonds by reason of such Event of Default shall thereafter have been rescinded or annulled under the provisions of this Article VIII, subject to the provisions of clause (b) of this Section 8.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of clause (a) of this Section 8.10. Whenever moneys are to be applied pursuant to the provisions of this Section 11.108.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsmoneys, it shall fix the date (which shall be an Interest Payment Date interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal, premium and interest to be paid on such date dates shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail mail to all Bondholders and Owners of Outstanding Bonds, and, subject to Section 2.11 hereof, shall not be required to make payment to any Bondholder Owner of a Bond until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any moneys received by After the Trustee for the benefit occurrence of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default Default, any payment to the Facility Agent, the Security Trustee, the Issuing Banks and the Lenders hereunder or from the proceeds of the Collateral or otherwise shall be paid to the Facility Agent to be distributed and applied as follows (iunless otherwise agreed by the Borrower, the Facility Agent, all Issuing Banks and all Lenders): (a) first, to the payment to of that portion of the persons entitled thereto Secured Obligations constituting any and all reasonable out-of-pocket costs and expenses of all installments of interest then due on the BondsAgents, with interest on overdue installmentsincluding without limitation, if lawful, at the rate per annum borne by the Bondsreasonable attorneys’ fees and out-of-pocket costs and expenses, as provided by this Agreement or by any other Loan Document, incurred in connection with the case may be, collection of such payment or in the order of maturity respect of the installments enforcement of such interest any rights of the Agents, the Issuing Banks or the Lenders under this Agreement or any other Loan Document; (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (iib) second, to the payment of that portion of the Secured Obligations constituting any and all reasonable out-of-pocket costs and expenses of the Issuing Banks and the Lenders, including, without limitation, reasonable attorneys’ fees and out-of-pocket costs and expenses (subject to the persons entitled thereto limitations set forth in Section 13.2), as provided by this Agreement or by any other Loan Document, incurred in connection with the collection of such payment or in respect of the unpaid principal, as applicable, enforcement of any rights of the Bonds Lenders or the Issuing Banks under this Agreement or any other Loan Document, pro rata in the proportion in which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application costs and expenses unpaid to each Lender or each Issuing Bank bears to the likelihood aggregate amount of additional moneys becoming available for the costs and expenses unpaid to all Lenders and all Issuing Banks collectively, until all such application fees, costs and expenses have been paid in full; (c) third, to the payment of that portion of the Secured Obligations constituting any due and unpaid fees to any Agent, any Lender or any Issuing Bank as provided by this Agreement or any other Loan Document, pro rata in the future. Whenever proportion in which the Trustee shall apply amount of such fundsfees due and unpaid to each Agent, it shall fix each Lender, and each Issuing Bank bears to the date aggregate amount of the fees due and unpaid to the Agents, all Lenders and all Issuing Banks collectively, until all such fees have been paid in full; (which shall be an Interest Payment Date unless it shall deem another date more suitabled) upon which such application is fourth, to be made the payment of that portion of the Secured Obligations constituting accrued and upon such date unpaid interest on the amounts Loans or the Reimbursement Obligations to be the date of such application, pro rata in the proportion in which the amount of such interest, accrued and unpaid to each Lender or each Issuing Bank bears to the aggregate amount of such interest accrued and unpaid to all Lenders and all Issuing Banks collectively, until all such accrued and unpaid interest has been paid on such date shall cease in full; (e) fifth, to accrue. The Trustee shall give notice the payment of that portion of the deposit with it Secured Obligations constituting the outstanding due and payable principal amount of each of the Advances and the amount of the outstanding Reimbursement Obligations (reserving Cash Collateral for all undrawn face amounts of any such moneys and outstanding Letters of Credit (if Section 3.10(c) has not been complied with)), the amount of the fixing outstanding Specified Swap Agreement Obligations and the amount of the Specified Bilateral LC Obligations and Specified Cash Management Obligations, pro rata in the proportion in which the outstanding principal amount of such Advances and Obligations and the amount of such outstanding Reimbursement Obligations owing to each Lender and each Issuing Bank, together (with respect to Letters of Credit, if not Cash Collateralized in accordance with this Agreement) with the undrawn face amounts of such outstanding Letters of Credit, the amount of such outstanding Specified Swap Agreement Obligation, the amount of such Specified Bilateral LC Obligations and the amount of such outstanding Specified Cash Management Obligations, bears to the aggregate amount of all outstanding Loans, outstanding Reimbursement Obligations and (with respect to Letters of Credit, if not Cash Collateralized in accordance with this Agreement) the undrawn face amounts of all outstanding Letters of Credit, outstanding Specified Swap Agreement Obligation, outstanding Specified Bilateral LC Obligations and outstanding Specified Cash Management Obligations. In the event that any such date Letters of Credit, or any portions thereof, terminate or expire without any pending drawing thereon, any Cash Collateral therefor shall be distributed by Mail the Facility Agent until the principal amount of all Loans and Reimbursement Obligations shall have been paid in full; (f) sixth, to the payment of that portion of the Secured Obligations constituting any other outstanding Secured Obligations then due and payable until all Bondholders such Secured Obligations have been paid in full; and (g) seventh, any excess, after all of the Secured Obligations shall have been indefeasibly paid in full in cash (other than contingent indemnification or similar obligations for which no claim or demand has been made and Letters of Credit that have been Cash Collateralized), to the Borrower or as the Borrower may direct unless otherwise directed by a court of competent jurisdiction. Notwithstanding the foregoing, amounts received from any Obligor pursuant to this Section 8.2 shall not be required to make payment applied to any Bondholder until Excluded Swap Obligation of such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidObligor.

Application of Moneys. (a) Any All moneys received by the Agent, the Security Trustee for the benefit of Bondholders, by or any receiver Lender under or by any Bondholder pursuant to this Agreement, the Notes or any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses Security Documents after the happening of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an any Event of Default or under 5.3 (except as otherwise provided in any Security Document) shall be applied by the Agent, in its discretion, in the following manner: (ia) first, to in or towards the payment to the persons entitled thereto or reimbursement of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne any expenses or liabilities incurred by the BondsAgent or the Security Trustee in connection with the ascertainment, as the case may be, in the order protection or enforcement of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from rights and remedies hereunder and under the respective dates upon which they became due (if Notes and under the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.Security Documents; (b) Whenever moneys are to second, in or towards payment of all other sums which may be applied pursuant owing to the provisions Agent, the Security Trustee or the Lenders under this Agreement, the Notes and the Security Documents or any of this Section 11.10them; (c) third, such moneys in or towards (i) payment of any interest owing in respect of the Senior Term Loan and the Senior Revolver then outstanding and, if applicable, (ii) satisfaction pro rata of any and all amounts of interest payable to the Hedging Counterparties in connection with the Senior Facility Hedging Agreements; (d) fourth, in or towards (i) repayment of the principal amount of the Senior Facility then outstanding, and if applicable, (ii) satisfaction pro rata of the Hedging Exposure of each of the Hedging Counterparties in connection with the Senior Facility Hedging Agreements; (e) fifth, in or towards (i) payment of any interest owing in respect of the Junior Term Loan and, if applicable, (ii) satisfaction pro rata of any and all amounts of interest payable to the Hedging Counterparties in connection with the Junior Term Loan Hedging Agreements; (f) sixth, in or towards (i) repayment of the principal amount of the Junior Term Loan then outstanding and, if applicable (ii) satisfaction pro rata of the Hedging Exposure of each of the Hedging Counterparties in connection with the Junior Term Loan Hedging Agreements; and (g) seventh, the surplus (if any) shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard paid to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall Borrower or to whomsoever else may be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidentitled thereto.

Application of Moneys. (a) Any Except as otherwise provided herein, any moneys received arising from any enforcement hereof or other proceedings against the Company pursuant hereto or from any trustee in bankruptcy or liquidation of the Company, whether by the Debenture Trustee for the benefit or any Holder of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)a Debenture, shall be deposited held by the Debenture Trustee and applied by it, together with any moneys then or thereafter in the Revenue Fund and all moneys so deposited in hands of the Revenue Fund during Debenture Trustee available for the continuance of an Event of Default shall be applied purpose, as follows: (i) first, in payment or reimbursement to the Debenture Trustee of the remuneration, expenses, disbursements, borrowings and advances of the Debenture Trustee earned, incurred or made in the administration or execution of the trusts hereunder or otherwise in relation to this Debenture Indenture with interest thereon as herein provided (from which the Debenture Trustee shall reimburse the Debentureholders for any funds furnished pursuant to subsection 9.6(c)); (ii) second (but subject to Article 4, section 8.2 and this section 9.7), in or towards payment to of the persons entitled thereto of all installments of principal of, and premium, if any, and accrued and unpaid interest then due on the Bonds, with and interest on overdue installmentsinterest on all of the Debentures then outstanding (or if the Debentureholders, if lawful, at the rate per annum borne by instrument signed by the BondsHolders of more than 66⅔% of the principal amount of the Debentures then outstanding or by Extraordinary Resolution passed at a meeting of Debentureholders, as the case may be, shall have directed payments to be made in the accordance with any other order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestpriority, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, or without priority as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid between principal and interest then such moneys shall not be sufficient applied in accordance with such direction); and (iii) third, the surplus (if any) of such moneys shall be paid to pay the Company or as it may direct; provided, however, that no payments shall be made in respect of the principal or interest on any Debenture held by or for the benefit of the Company or any of its Affiliates or Subsidiaries (other than any Debenture pledged for value and in good faith to a Person other than the Company or any of its Affiliates or Subsidiaries, but only to the extent of such Person’s interest therein) except subject to the prior payment in full Bonds due on any particular date, together with such interest, then to of the payment ratably, according to the amount principal of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall all Debentures which are not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueso held. (b) Whenever moneys are to be applied pursuant For the purpose of disregarding any Debentures owned legally or beneficially by the Company or any of its Affiliates or Subsidiaries as required by section 9.7, the Company shall provide to the provisions of this Section 11.10Debenture Trustee, such moneys shall be applied at such times, and from time to timetime and forthwith upon the Debenture Trustee’s written request, a Certificate of the Company setting forth as at the date of such Certificate: (i) the names (other than the name of the Company) of the registered holders of Debentures which, to the knowledge of the Company, are owned by or held for the account of the Company or any of its Subsidiaries; and (ii) a list of the Debentures owned legally and beneficially by the Company or any of its Subsidiaries; and the Debenture Trustee shall determine, having due regard be entitled to the amount of such moneys available for application act and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid rely on such date shall cease to accrue. The Trustee shall give notice Certificate of the deposit with it of any such moneys and of the fixing of any such date by Mail to Company for all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidpurposes.

Application of Moneys. 10.1 Subject to clause 10.2 hereof all moneys payable to the Lender under the Insurance Assignment and any other moneys payable to the Lender under any one or more of this agreement, the Security Documents and any other documents executed pursuant hereto or thereto the application of which is not specifically provided for by another clause hereof shall be paid to the Lender's account with such bank or banks as the Lender may nominate from time to time and shall be applied by the Lender as follows: - (aA) Any all moneys received from a Total Loss or sale of the Vessel shall be applied as follows: - (i) first in payment of any and all sums whatsoever due and payable to the Lender hereunder (such sums to be paid in such order as the Lender may in its sole discretion elect); (ii) second in payment of Repayment Instalments in reverse order of maturity and in payment of any sums due to the Lender by virtue of that payment under clause 8.6 hereof; and (iii) third in payment of any credit balance to the Borrower or to whomsoever may be entitled thereto; and (B) all moneys not covered by clause 10.1 (A) hereof shall be applied as follows: - (i) first in accordance with clause 10.1(A)(i) hereof; (ii) second (in respect only of moneys received by virtue of the Trustee Insurance Assignment) in reimbursement to the Borrower for such of the benefit costs (if any) incurred by the Borrower in effecting the repair of Bondholdersthe damage in respect of which those moneys are received as the Lender shall approve (such approval not to be unreasonably withheld); (iii) third in payment of Repayment Instalments in reverse order of maturity and in payment of any sums due to the Lender by virtue of that payment under clause 8.6 hereof; and (iv) fourth in payment of any credit balance to the Borrower or to whomsoever may be entitled thereto. 10.2 From and after the giving of notice by the Lender to the Borrower pursuant to clause 11.1 hereof all moneys whatsoever received or recovered by the Lender under any one or more of this agreement, the Security Documents and any other documents executed pursuant hereto or thereto shall be applied by the Lender as follows:- (A) first in payment in such order as the Lender may in its sole discretion elect of any receiver or and all sums whatsoever due and payable to the Lender hereunder (other than the sums (if any) declared by any Bondholder the Lender to be immediately due and payable in respect of the Refurbishment Guarantee Amount pursuant to clause 11.1 hereof), subject to any right given or action taken under the provisions Lender may have to delay any such application in order to maximise its claim; (B) second (unless the Refurbishment Guarantee Amount has been reduced to nil) in payment to a deposit account in the name of this Article XI, after the Lender of a sum equal to the Refurbishment Guarantee Amount; and (C) third in payment of any credit balance to the costs and expenses of Borrower or to whomsoever may be entitled thereto PROVIDED THAT: - (i) sums paid to the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), deposit account pursuant to clause 10.2(B) hereof shall be deposited held on deposit at such rates of interest as the Lender shall determine in its absolute discretion and any interest accruing thereon shall be credited to that deposit account at such intervals as the Revenue Fund Lender shall determine in its absolute discretion; (ii) sums paid to the deposit account pursuant to clause 10.2(B) hereof and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default any interest accrued thereon shall be applied (i) first, to the in payment to the persons entitled thereto Yard and/or the Interior Converter of all installments of interest then the sums due under the relevant Refurbishment Guarantee(s) on the Bonds, due date(s) therefor in accordance with interest on overdue installments, if lawful, at the rate per annum borne by relevant Refurbishment Contract(s); and (iii) nothing herein contained shall be deemed to affect the Bonds, as the case may be, in the order of maturity absolute obligation of the installments of such interest (if Borrower to indemnify the amount available for such interest installments shall not be sufficient to pay Lender in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due accordance with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts duethis agreement. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.. T-40093 / 1856115_2 (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any All moneys received by the Trustee for under these presents (including any moneys which represent principal or interest in respect of Notes or Coupons which have become void under Condition 16 ) shall, unless and to the benefit of Bondholdersextent attributable, by any receiver or by any Bondholder pursuant to any right given or action taken under in the provisions of this Article XI, after payment opinion of the costs and expenses Trustee, to a particular Series of the proceedings resulting in Notes issued by the collection of such moneys Issuer, be apportioned pari passu and rateably between each Series of the feesNotes issued by the Issuer, expenses, liabilities and advances incurred or made all moneys received by the Trustee (including without limitation reasonable fees and reasonable expenses under these presents to the extent attributable in the opinion of its attorneys)the Trustee to a particular Series of the Notes issued by the Issuer or which are apportioned to such Series as aforesaid, shall be deposited held by the Trustee upon trust to apply them (subject to Clause 7 and 12) as follows: (a) FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(j) to the Trustee and/or any Appointee; (b) SECONDLY, only if Regulatory Capital Requirement (Principal), Regulatory Capital (All Amounts) or Solvency Condition is specified as being applicable in the Revenue Fund and all moneys so deposited Final Terms (in the Revenue Fund during case of moneys attributable in the continuance opinion of an Event the Trustee to a particular Series of Default shall be applied Notes or which are apportioned to any such Series as aforesaid (including any moneys in respect of such Notes and/or Coupons (if any) relating thereto which have become void under Condition 16)) if, prior to receipt of any such (i) first, to moneys (only if Regulatory Capital (All Amounts) or Solvency Condition is specified as being applicable in the payment to Final Terms) or (ii) principal only in respect of the persons entitled thereto Notes (only if Regulatory Capital Requirements (Principal) is specified as applicable in the Final Terms) or within 30 days thereafter the Trustee is provided with a report indicating that the Issuer does not or will not satisfy the Solvency Condition and/or the Regulatory Capital Requirement (as applicable) in compliance with the requirements of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the BondsClause 7, as the case may be, (which shall be requested by the Trustee on receipt of any such moneys if it has not been received by the Trustee prior thereto), in return to the order of maturity Issuer of the installments whole or such part of such interest payment (if the amount available for such interest installments shall not be sufficient to pay in full after any particular installment of interest, then necessary deductions pursuant to the payment ratably, according preceding paragraph of this Clause) as caused the Issuer not to then satisfy the amounts due on such installment), and if Solvency Condition and/or the amount available Regulatory Capital Requirement (as applicable) for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto purposes of the unpaid principal, Issuer's obligations under these presents as applicable, of if it had not been paid by the Issuer and its original payment shall be deemed not to have discharged any of the Bonds which shall have become due obligations of the Issuer under these presents); (c) THIRDLY in or towards payment pari passu and rateably of all principal and interest including Arrears of Interest (if applicable in accordance with Condition 5.6) (including, where Arrears of Interest Accrual is specified as being applicable in the Final Terms, interest on such Bonds at their respective rate from Arrears of Interest) then due and unpaid in respect of the respective dates upon which they became due Notes of that Series; (if the amount available for such unpaid d) FOURTHLY, in or towards payment pari passu and rateably of all principal and interest including Arrears of Interest (if applicable in accordance with Condition 5.5) (including, where Arrears of Interest Accrual is specified as being applicable in the Final Terms, interest on such Arrears of Interest) then due and unpaid in respect of the Notes of each other Series save that, where at the relevant time there are outstanding Notes where Regulatory Capital Requirement (Principal), Regulatory Capital (All Amounts) or Solvency Condition is specified as applicable in the Final Terms, if prior to receipt of any moneys apportioned to such Notes or within 30 days thereafter the Trustee is provided with a report indicating that the Issuer does not or will not satisfy the Solvency Condition and/or the Regulatory Capital Requirement (as applicable) in compliance with the requirements of Clause 7, as the case may be, (which shall be requested by the Trustee on receipt of any such moneys if it has not been received by the Trustee prior thereto) there shall be sufficient to pay in full Bonds due on any particular date, together with such interest, then returned to the payment ratably, according to Issuer the amount whole or such part of principal and interest due on any such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to which would otherwise be applied pursuant to this paragraph towards payment pari passu and rateably of all (i) principal and interest then due and unpaid (where Regulatory Capital (All Amounts) or Solvency Condition is specified as being applicable in the provisions Final Terms); or (ii) principal then due and unpaid (where Regulatory Capital Requirement (Principal) is specified as being applicable in the Final Terms) in respect of this Section 11.10, such moneys shall be applied at such times, and from time Notes as caused the Issuer not to timethen satisfy the Solvency Condition and/or the Regulatory Capital Requirement (as applicable) for the purpose of Clause 7, as the Trustee case may be, (and any money so returned shall determine, having due regard be treated for the purposes of the Issuer's obligations under these presents as if it had not been paid by the Issuer and its original payment shall be deemed not to have discharged any of the obligations of the Issuer under these presents); and (e) FIFTHLY in payment of the balance (if any) to the amount Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the Issuer shall be dealt with as between the Issuer and any other person). Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes or Coupons issued by the Issuer which have become void under Condition 19, the Trustee will hold such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidabove trusts.

Application of Moneys. (a) Any Upon every such entry the Trustee from time to time, and at the expense of the Trust Estate, may maintain and restore and insure and keep insured the Trust Estate and make all necessary repairs, renewals, replacements, alterations, additions, betterments and improvements, as it may deem judicious. The Trustee in case of such entry shall have the right to manage the Trust Estate and to carry on the business of the Authority with respect thereto and to exercise all the rights and powers of the Authority either in the name of the Authority or otherwise, as the Trustee shall deem best, and shall be entitled to collect, take and receive all earnings, income, rents, issues and profits of the Trust Estate. All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of deducting the costs and expenses of collecting or securing the proceedings resulting in same, and after deducting the collection expenses of such moneys operating the Trust Estate and of conducting the feesbusiness thereof, expensesand of all repairs, liabilities maintenance, renewals, replacements, alterations, additions, betterments and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)improvements, shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall payments or reserves that may be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may bemade or set up, in the order of maturity Trustee's discretion, for taxes, assessments, insurance and prior or other proper charges upon or in connection with the operation of the installments Trust Estate or any part thereof, as well as just and reasonable compensation for its own services and for the services of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestcounsel, then to the payment ratably, according to the amounts due on such installment)agents and employees by it properly engaged and employed, and if the amount available after making reimbursement to itself for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied advances made pursuant to the provisions of this Section 11.10, Indenture with interest on all such moneys shall be applied advances at such times, and from time to time, as the prime (or equivalent) rate most recently quoted by the Trustee shall determineplus two percent (2%) per annum or, having due regard to if less, the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever maximum rate allowed by any applicable usury law, the Trustee shall apply such funds, moneys received by it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is pursuant to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.this Section as follows:

Application of Moneys. (a) Any In the event that an Event of Default shall have occurred and be continuing and at any time the moneys received held by the Indenture Trustee will be insufficient for the payment of (i) the principal of and interest then due on the Notes and/or (ii) any Issuer Exchange Payment, such moneys (other than moneys held for the payment or redemption of particular Notes, which proceeds and moneys shall be applied solely to the payment of principal and interest to Holders other than the Issuer, the Depositor, the Administrator or their affiliates) and all Available Funds received or collected from the Trust Estate or otherwise for the benefit or for the account of Bondholders, Holders and/or an Exchange Counterparty by any receiver or by any Bondholder pursuant the Indenture Trustee shall be applied first to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of moneys, the fees, expenses, liabilities and advances incurred or made by the Indenture Trustee (including without limitation in connection with such proceedings and to the payment of the other reasonable and proper fees and reasonable expenses of its attorneys), shall be deposited the Indenture Trustee under this Indenture and of such other expenses as are necessary in the Revenue Fund judgment of the Indenture Trustee to prevent loss of Available Funds and to protect the interests of the Holders and/or each Exchange Counterparty, and thereafter as follows: 1. If the principal of all moneys so deposited in of the Revenue Fund during the continuance of an Event of Default Notes shall be applied (i) firstnot have become or has not been declared due and payable, FIRST, to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with Senior Notes (including any interest on overdue installments, if lawful, principal at the rate per annum borne by the Bondsrespective Senior Notes), as the case may beand to each Senior Exchange Counterparty of all Senior Issuer Exchange Payments then due, in the order of maturity of the that such installments of such interest (and/or Senior Issuer Exchange Payments shall have become due, and, if the amount amounts available for such interest installments shall not be sufficient to pay in full any particular installment all installments of interest, then to the payment ratably, according to the amounts interest and/or Senior Issuer Exchange Payments coming due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereofsame date, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on thereon, to such date, in each case to the persons Persons entitled thereto, without any discrimination or privilege among Holders of Bonds), preference; and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any In the event that an Event of Default shall have occurred and be continuing and at any time the moneys received held by the Indenture Trustee will be insufficient for the payment of (i) the principal of and interest then due on the Notes and/or (ii) any Issuer Exchange Payment, such moneys (other than moneys held for the payment or redemption of particular Notes, which proceeds and moneys shall be applied solely to the payment of principal and interest to Holders other than the Issuer) and all Available Funds received or collected from the Trust Estate or otherwise for the benefit or for the account of Bondholders, Holders and/or an Exchange Counterparty by any receiver or by any Bondholder pursuant the Indenture Trustee shall be applied first to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of moneys, the fees, expenses, liabilities and advances incurred or made by the Indenture Trustee (including without limitation in connection 80 81 with such proceedings and to the payment of the other reasonable and proper fees and reasonable expenses of its attorneys), shall be deposited the Indenture Trustee under this Indenture and of such other expenses as are necessary in the Revenue Fund judgment of the Indenture Trustee to prevent loss of Available Funds and to protect the interests of the Holders and/or each Exchange Counterparty, and thereafter as follows: 1. If the principal of all moneys so deposited in of the Revenue Fund during the continuance of an Event of Default Notes shall be applied (i) firstnot have become or has not been declared due and payable, FIRST, to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with Senior Notes (including any interest on overdue installments, if lawful, principal at the rate per annum borne by the Bondsrespective Senior Notes), as the case may beand to each Senior Exchange Counterparty of all Senior Issuer Exchange Payments then due, in the order of maturity of the that such installments of such interest (and/or Senior Issuer Exchange Payments shall have become due, and, if the amount amounts available for such interest installments shall not be sufficient to pay in full any particular installment all installments of interest, then to the payment ratably, according to the amounts interest and/or Senior Issuer Exchange Payments coming due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereofsame date, then to the payment thereof ratably ratably, according to the respective aggregate amounts amount due thereon, to such Persons entitled thereto, without any discrimination or preference; and (ii) secondSECOND, to the payment to the persons Persons entitled thereto, of the unpaid Noteholders' Principal Distribution Amount and/or principal due and unpaid on the Senior Notes at the time of such payment without preference or priority of any Senior Notes over any other Senior Notes, ratably, according to the Noteholders' Principal Distribution Amount and/or amounts due for principal, to such Persons entitled thereto without any discrimination or preference; and THIRD, to the payment to the Persons entitled thereto of all installments of interest then due on the unpaid principalSubordinate Notes (including any interest on overdue principal at the interest rates borne by the respective Subordinate Notes), as applicableand to each Subordinate Exchange Counterparty of all Subordinate Issuer Exchange Payments then due, in the order that such installments of any of the Bonds which interest and/or Subordinate Issuer Exchange Payments shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (due, and, if the amount amounts available for such unpaid principal and interest shall not be sufficient to pay in full Bonds all installments of interest and/or Subordinate Issuer Exchange Payments coming due on any particular the same date, together with such interest, then to the payment thereof ratably, according to the amount of principal and interest due on thereon, to such date, in each case to the persons Persons entitled thereto, without any discrimination or privilege among Holders preference; and FOURTH, to the payment to the Persons entitled thereto of Bonds)the unpaid Noteholders' Principal Distribution Amount and/or principal due and unpaid on the Subordinate Notes at the time of such payment without preference or priority of any Subordinate Notes over any other Subordinate Notes, andratably, if according to the amount available amounts due for principal, to such Persons entitled thereto without any discrimination or preference. 2. If the principal of all of the Notes shall have become or have been declared due and payable, FIRST, to the payment of the principal and interest shall not be sufficient then due and unpaid on the Senior Notes and all Senior Issuer Exchange Payments then due, without preference or priority of principal over interest or over any Senior Issuer Exchange Payment, or of interest over principal or over any Senior Issuer Exchange Payment, of any installment of interest over any 81 82 other installment of interest, or of any Senior Note over any other Senior Note, or of any Senior Issuer Exchange Payment over any other Senior Issuer Exchange Payment, ratably, according to make full payment thereofthe amounts due respectively for principal and interest, then and all Senior Issuer Exchange Payments to the Persons entitled thereto without any discrimination or preference; and SECOND, to the payment thereof ratably of the principal and interest then due and unpaid on the Subordinate Notes and all Subordinate Issuer Exchange Payments due, without preference or priority of principal over interest or over any Subordinate Issuer Exchange Payment, of interest over principal or over any Subordinate Issuer Exchange Payment, of any installment of interest over any other installment of interest, or of any Subordinate Note over any other Subordinate Note, or of any Subordinate Issuer Exchange Payment over any other Subordinate Issuer Exchange Payment, ratably, according to the respective aggregate amounts due. (b) due respectively for principal and interest, and any Subordinate Issuer Exchange Payment to the Persons entitled thereto without any discrimination or preference; and THIRD, to the payment of all Carryover Interest due and unpaid on the Senior Notes, without preference or priority of any Senior Notes over any other Senior Notes, ratably, according to the amounts due for Carryover Interest, to the Persons entitled thereto without any discrimination or preference. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10foregoing paragraphs, such moneys shall be applied at such times, and from time to time, as the Indenture Trustee in its sole discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Indenture Trustee shall apply exercise such fundsdiscretion, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made made, and upon such date interest and Carryover Interest, if any, on the amounts of principal to be paid on such date shall cease to accrueaccrue on the Notes. The Indenture Trustee shall give such notice of the deposit with as it of any such moneys and may deem appropriate of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to the Holder of any Bondholder until unpaid Note unless such Bonds Note is presented for appropriate endorsement. Whenever moneys are to be applied pursuant to the foregoing paragraphs, irrespective of and whether other remedies authorized shall have been pursued in whole or in part, the Indenture Trustee may cause any or all of the Trust Estate to be sold. The Indenture Trustee may, with or without entry, so sell the Trust Estate and all right, title, interest, claim and demand thereto and the right of redemption thereof, in one or more parts, at any such place or places, and at such time or times and upon such notice and terms as the Indenture Trustee may deem appropriate and as may be required by law and apply the proceeds thereof in accordance with the provisions of this Section 8.3. Upon such sale, the Indenture Trustee may make and deliver to the purchaser or purchasers a good and sufficient assignment or conveyance for the same, which sale shall be presented a perpetual bar both at law and in equity against the Issuer and all Persons claiming such properties. No purchaser at any sale shall be bound to see to the application of the purchase money or to inquire as to the authorization, necessity, expediency or regularity of any such sale. Nevertheless, the Issuer and/or each Eligible Lender Trustee, if so requested by the Indenture Trustee, shall ratify and confirm any sale or sales by executing and 82 83 delivering to the Indenture Trustee or to such purchaser or purchasers all such instruments as may be necessary or in the judgment of the Indenture Trustee and/or such Eligible Lender Trustee proper for appropriate endorsement the purpose which may be designated in such request. The Indenture Trustee shall not sell or permit the sale or assignment of any Financed Student Loans or any interest therein (as a part of the Trust Estate) to any Person who is not an eligible lender under the Higher Education Act if such Act or the regulations thereunder, or either of them, in force and effect at the time, prohibit the same. If and whenever all overdue installments of interest on all Notes, and all overdue Issuer Exchange Payments, together with the reasonable and proper charges, expenses and liabilities of the Indenture Trustee, each Exchange Counterparty, the Holders of Notes, their respective agents and attorneys, and all other sums payable by the Issuer under this Indenture, including the principal of and accrued and unpaid interest on all Notes and amounts due under each Exchange Agreement which shall then be payable by declaration or otherwise, shall either be paid in full by or for cancellation if fully paidthe account of the Issuer or provision satisfactory to the Indenture Trustee shall be made for such payment, and all Events of Default under this Indenture or the Notes shall be made good or secured to the satisfaction of the Indenture Trustee or provision deemed by the Indenture Trustee to be adequate shall be made therefor, thereupon the Issuer and the Indenture Trustee shall be restored, respectively, to their former positions and rights under this Indenture, and all Available Funds shall thereafter be applied as provided in Article V hereof. No such resumption of the application of Available Funds as provided in Article V hereof shall extend to or affect any subsequent Event of Default under this Indenture or impair any right consequent thereon.

Application of Moneys. (a) Any If available moneys received by in the Trustee for Bond Fund are not sufficient on any day to pay all principal of, premium, if any, and interest on the benefit of BondholdersOutstanding Bonds then due or overdue, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIsuch moneys shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by all amounts owing to the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)the Authority under this Agreement, shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, first to the payment to the persons entitled thereto of all installments of interest then due on the Bondsinterest, with including interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may beprincipal, in the order of maturity of in which the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they same became due (if pro rata with respect to interest which became due at the amount available for such unpaid principal same time) and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then second to the pro rata payment ratably, according to the amount of principal and interest due on such datepremium, if any, without regard to the order in which the same became due, in each case to pro rata among Bondowners. For this purpose interest on overdue principal shall be treated as coming due on the persons entitled thereto, without any discrimination or privilege among Holders first day of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) each month. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10section, such moneys shall be applied by the Trustee at such times, and from time to time, as the Trustee in its discretion shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply exercise such funds, discretion it shall fix the date (which shall be an Interest Payment Date the first day of a month unless it the Trustee shall deem another date more suitable) upon which such application is to be made made, and upon such date interest on the amounts to be of principal paid on such date shall cease to accrue. The Trustee shall give such notice of the deposit with as it of any such moneys and may deem appropriate of the fixing of any such date by Mail date. When interest or a portion of the principal is to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to paid on an overdue Bond, the Trustee may require presentation of the Bond for appropriate endorsement or for cancellation if fully paidof the payment.

Application of Moneys. (a) Any Notwithstanding anything to the contrary within this Indenture, the Disbursement Documents, the Last Out Subordination Agreement or the Trust Transaction Documents, all moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIIndenture or under any of the other Transaction Documents including any proceeding at law or in equity to enforce the provisions of and foreclose, realize, levy or execute upon all items of collateral hereunder, together with all funds held by the Trustee hereunder, shall be deposited in the Debt Service Fund and, after payment of all of the fees, costs and expenses of (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (or the Servicer, if applicable) including without limitation reasonable attorneys’ fees, and all other outstanding fees and reasonable expenses of its attorneysand indemnities owing to the Trustee (or the Servicer, if applicable) incurred under the Second Supplemental Indenture, the Third Supplemental Indenture, the Indenture, the Disbursement Documents, and/or the Trust Transaction Documents, or otherwise in connection with such actions, and thereafter any fees, expenses, liabilities and advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable, the Servicer), shall be deposited in the Revenue Fund and all such moneys so deposited in the Revenue Fund during the continuance of an Event of Default thereafter shall be applied in the order set forth below: (ia) firstUnless the principal of all Series 2023-A Notes and Series 2024-A Notes shall have become or been declared due and payable, all such moneys (other than any Insurance Payments, which shall be applied solely to the payment of the Series 2023-A Notes) shall be applied to the persons entitled thereto ratable payment of all installments of cash interest then due on the Bonds, with interest on overdue installmentsSeries 2023-A Notes (including the 2023-A Exit Premium, if lawfulsuch fee has become or been declared due and payable) and Series 2024-A Notes (other than the 2024-A Exit Premium) on a pro rata basis relative to each series of Notes, at the rate per annum borne by the Bondsand, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestall such amounts, then to the ratable payment ratably, according of all such amounts so due and the portion thereof allocable to the amounts due on such installment), and if the amount available for such installments of interest shall not be sufficient applied in order of priority first to make payment thereof, then to installments past due for the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.longest period; (b) Whenever moneys are to be applied pursuant to If the provisions principal of this Section 11.10all the Series 2023-A Notes and Series 2024-A Notes shall have become or been declared due and payable, all such moneys (other than any Insurance Payments, which shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard solely to the amount payment of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which Series 2023-A Notes) shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is applied to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice payment of the deposit with it principal then due and unpaid upon the Series 2023-A Notes (including the 2023-A Exit Premium) and Series 2024-A Notes (other than the 2024-A Exit Premium) on a pro rata basis relative to each series of any such moneys Notes; and (c) Subject to the Last Out Subordination Agreement and provided that the principal, interest and applicable exit premium applicable to the Series 2023-A Notes and Series 2024-A Notes shall have been paid, all remaining monies shall be applied to the payment of the fixing principal, interest and exit premium due and unpaid upon the Last Out Notes.” Section 6.08 [Reserved] Section 6.09 [Reserved] Section 6.10 [Reserved] Section 6.11 Article VI of any such date by Mail the Indenture is hereby amended to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to add as Section 6.11 the Trustee for appropriate endorsement or for cancellation if fully paid.following:

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner pursuant to any right given or action taken under the provisions of this Article XIIX, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee or its agents or counsel (including without limitation reasonable fees provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 6.05 and reasonable expenses Article VIII hereof shall not be used for purposes other than payment of its attorneyssuch Bonds), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or other-wise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bondseach Bond, with interest on overdue installmentsinstallments of interest, if lawful, lawful at the rate per annum borne by the Bonds, as the case may besuch Bond, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds each Bond at their respective its rate from the respective dates upon which they it became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, interest -57- Port of ▇▇▇▇▇▇ Series 1998A Trust Indenture then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal as aforesaid, without preference or priority of principal over interest or interest over principal or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of subparagraph (b) of this Section 9.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of subparagraph (a) of this Section 9.10. Whenever moneys are to be applied pursuant to the provisions of this Section 11.109.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Bond Payment Date unless it shall deem another date more suitable) upon which such application is to be made commence and upon such date Bond Payment Date interest on the amounts of principal and interest to be paid on such date Bond Payment Date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date Bond Payment Date by Mail to all Bondholders Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder Owner until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner pursuant to any right given or action taken under the provisions of this Article XIIX, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee or its agents or counsel (including without limitation reasonable fees provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 6.05 and reasonable expenses Article VIII hereof shall not be used for purposes other than payment of its attorneyssuch Bonds), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bondseach Bond, with interest on overdue installmentsinstallments of interest, if lawful, lawful at the rate per annum borne by the Bonds, as the case may besuch Bond, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds each Bond at their respective its rate from the respective dates upon which they it became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, -57- Forsyth Series 1998B Trust Indenture then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal as aforesaid, without preference or priority of principal over interest or interest over principal or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if such declaration shall thereafter have been rescinded and annulled under the provisions of this Article then, subject to the provisions of subparagraph (b) of this Section 9.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of subparagraph (a) of this Section 9.10. Whenever moneys are to be applied pursuant to the provisions of this Section 11.109.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Bond Payment Date unless it shall deem another date more suitable) upon which such application is to be made commence and upon such date Bond Payment Date interest on the amounts of principal and interest to be paid on such date Bond Payment Date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date Bond Payment Date by Mail to all Bondholders Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder Owner until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any 16.1 All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder Receiver pursuant to this Debenture shall (subject to the rights and claims of any right given person having prior rights thereto) be applied in the following order: (A) firstly, in the payment and discharge of the costs, charges and expenses of and incidental to the Receiver's appointment, of any liabilities incurred or action taken under payable by him whether on his own account or on behalf of the Company in the exercise of any of his powers including the costs of realisation of that part of the Charged Property in respect of which he was appointed and of all other outgoings properly payable by him; (B) secondly, in the payment of his remuneration; and (C) thirdly, in payment to the Bank, whereupon the Bank may apply the same in accordance with clause 16.2. Section 109(8) of the LPA will not apply in relation to any Receiver. 16.2 All moneys from time to time received or recovered by the Bank from the Company or from any person or persons liable to pay the same or from any Receiver or otherwise pursuant to this Debenture or standing to the credit of any account of the Company with the Bank (including the proceeds of any conversion of currency) may (subject to the rights and claims of any person having prior rights thereto), in the absence of any contrary application in accordance with any of the other provisions of this Article XIDebenture, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made be applied by the Trustee Bank (including without limitation reasonable fees and reasonable expenses of its attorneys), notwithstanding any purported appropriation by the Company) either as a whole or in such proportions and in such order and at such time or times and otherwise in such manner as the Bank shall be deposited think fit: (A) in or towards the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto discharge of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of or any of the Bonds Secured Liabilities which shall have become at the time of such application are due and payable; or (B) in accordance with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueclause 16.3. (b) Whenever 16.3 Any moneys referred to in clause 16.2 which are to be applied pursuant in accordance with this clause 16.3 may be paid by the Bank to the credit of any suspense or other account after which they may be held in such account for so long as the Bank shall think fit pending any further application from time to time of such moneys (as the Bank shall be entitled, but not obliged, to do in its discretion) in accordance with the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidclause 16.2.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIVI shall, after after, except as otherwise provided in a Supplemental Indenture, payment of the costs cost and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee with respect thereto (including without limitation reasonable fees and reasonable expenses provided that any moneys or Investment Securities held pursuant to Section 9.1 hereof with respect to Notes no longer deemed Outstanding hereunder shall not be available for, nor be applied to, the payment of its attorneysany such costs, expenses, liabilities or advances), shall be deposited in the Revenue Fund and all applied as follows (except that moneys so deposited in the Revenue Fund during the continuance of an Event of Default received with respect to Credit Enhancement Facilities shall be applied only to the purposes for which such Credit Enhancement Facilities were provided, and shall be so applied prior to the application of other moneys as provided in this Section 6.6): (iA) firstUnless the principal of all the Outstanding Notes shall have become or shall have been declared due and payable, all such moneys shall be applied: (1) to the payment to the persons entitled thereto Senior Beneficiaries of all installments of principal and interest then due on the Senior Notes and all Other Senior Obligations (except termination payments due under Swap Agreements as a result of Swap Counterparty default), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the Senior Noteholders and to each Other Senior Beneficiary, without any discrimination or preference (provided, that the Trustee shall apply the amount so apportioned to the Senior Noteholders, as follows: (a) to the payment of all installments of interest then due on the Bonds, with (other than interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, principal) then due and payable in the order of maturity of the in which such installments of such interest (became due and payable, and if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment payment, ratably, according to the amounts due on such installment)installment and other amounts, and if to the amount available for such interest shall not be sufficient to make payment thereofSenior Noteholders entitled thereto, then without any discrimination or preference, and (b) to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds Senior Notes which shall have become due and payable (other than Senior Notes called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) in the order of their stated payment dates, with interest on the Principal Amount of such Bonds Notes at their the respective rate rates specified therein from the respective dates upon which they such Senior Notes became due (and payable, and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds the principal of the Senior Notes by their stated terms due and payable on any particular date, together with then to the payment of such interestprincipal, ratably, according to the amount of such principal then due on such date, to the Senior Noteholders entitled thereto without any discrimination or preference); (2) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes Outstanding), to the payment to the Subordinate Beneficiaries of all installments of principal and interest then due on the Subordinate Notes and all Other Subordinate Obligations (except termination payments due under Swap Agreements as a result of Swap Counterparty default), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due, without regard to due date, to the Subordinate Noteholders and to each Other Subordinate Beneficiary, without any discrimination or preference (provided, that the Trustee shall apply the amount so apportioned to the Subordinate Noteholders, as follows: (a) to the payment of all installments of interest (other than interest on overdue principal) then due and payable in the order in which such installments became due and payable, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amount of principal and interest amounts due on such dateinstallment and other amounts, in each case to the persons Subordinate Noteholders entitled thereto, without any discrimination or privilege among Holders preference, and (b) to the payment of Bonds)the unpaid principal of any of the Subordinate Notes which shall have become due and payable (other than Subordinate Notes called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) in the order of their stated payment dates, with interest on the Principal Amount of such Notes at the respective rates specified therein from the respective dates upon which such Subordinate Notes became due and payable, and, if the amount available for such principal and interest shall not be sufficient to make pay in full payment thereofthe principal of the Subordinate Notes by their stated terms due and payable on any particular date, then to the payment thereof ratably of such principal, ratably, according to the respective aggregate amount of such principal then due on such date, to the Subordinate Noteholders entitled thereto without any discrimination or preference); (3) (but only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes or Subordinate Notes Outstanding), to the payment to the Junior Subordinate Beneficiaries of all installments of principal and interest then due on the Junior Subordinate Notes and all Other Junior Subordinate Obligations (except termination payments due under Swap Agreements as a result of Swap Counterparty default), and if the amount available shall not be sufficient to pay all such amounts in full, then to the payment ratably, in proportion to the amounts due., without regard to due date, to the Junior Subordinate Noteholders and to each Other Junior Subordinate Beneficiary, without any discrimination or preference (provided, that the Trustee shall apply the amount so apportioned to the Junior Subordinate Noteholders, as follows: (a) to the payment of all installments of interest (other than interest on overdue principal) then due and payable in the order in which such installments became due and payable, and if the amount available shall not be sufficient to pay in full any particular installment, then to the payment, ratably, according to the amounts due on such installment and other amounts, to the Junior Subordinate Noteholders entitled thereto, without any discrimination or preference, and (b) to the payment of the unpaid principal of any of the Junior Subordinate Notes which shall have become due and payable (other than Junior Subordinate Notes called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) in the order of their stated payment dates, with interest on the Principal Amount of such Notes at the respective rates specified therein from the respective dates upon which such Junior Subordinate Notes became due and payable, and, if the amount available shall not be sufficient to pay in full the principal of the Junior Subordinate Notes by their stated terms due and payable on any particular date, then to the payment of such principal, ratably, according to the amount of such principal then due on such date, to the Junior Subordinate Noteholders entitled thereto without any discrimination or preference); (4) to the payment of the Holders of the Senior Notes of all Carry-Over Amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such Carry-Over Amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Senior Noteholders entitled thereto, without any discrimination or preference; (5) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes Outstanding), to the payment to the Holders of the Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such Carry-Over Amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Subordinate Noteholders entitled thereto, without any discrimination or preference; (6) (but only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes or Subordinate Notes Outstanding), to the payment to the Holders of the Junior Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and payable in the order in which such amounts became due and payable, and if the amount available shall not be sufficient to pay in full all such Carry-Over Amounts (and interest thereon) which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Junior Subordinate Noteholders entitled thereto, without any discrimination or preference; (7) to the payment of termination payments then due and payable to Swap Counterparties under Senior Swap Agreements as a result of Swap Counterparty default, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Senior Swap Counterparties entitled thereto, without any discrimination or preference; (8) (but only if the Senior Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes Outstanding), to the payment of termination payments then due and payable to Swap Counterparties under Subordinate Swap Agreements as a result of Swap Counterparty default, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Subordinate Swap Counterparties entitled thereto, without any discrimination or preference; and (9) (but only if the Subordinate Asset Percentage would be at least 100% upon the application of such amounts or if there are no Senior Notes or Subordinate Notes Outstanding), to the payment of termination payments then due and payable to Swap Counterparties under Junior Subordinate Swap Agreements as a result of Swap Counterparty default, in the order in which such termination payments became due and payable, and if the amount available shall not be sufficient to pay in full all such termination payments which became due and payable on any particular date, then to the payment, ratably, according to the amounts due on such date, to the Junior Subordinate Swap Counterparties entitled thereto, without any discrimination or preference. (B) If the principal of all Outstanding Notes shall have become due or shall have been declared due and payable and such declaration has not been annulled and rescinded under the provisions of this Article VI, all such moneys shall be applied, as follows: (1) to the payment to the Senior Beneficiaries of the principal and interest then due and unpaid upon the Senior Notes and all Other Senior Obligations (except termination payments due under Swap Agreements as a result of Swap Counterparty default), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Senior Beneficiary over any other Senior Beneficiary, ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; (2) to the payment to the Subordinate Beneficiaries of the principal and interest then due and unpaid upon the Subordinate Notes and all Other Subordinate Obligations (except termination payments due under Swap Agreements as a result of Swap Counterparty default), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Subordinate Beneficiary over any other Subordinate Beneficiary, ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; (3) to the payment to the Junior Subordinate Beneficiaries of the principal and interest then due and unpaid upon the Junior Subordinate Notes and all Other Junior Subordinate Obligations (except termination payments due under Swap Agreements as a result of Swap Counterparty default), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Junior Subordinate Beneficiary over any other Junior Subordinate Beneficiary, ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; (4) to the payment of the Holders of the Senior Notes of all Carry-Over Amounts (together with interest thereon) then due and unpaid, without any preference or priority of Carry-Over Amounts over interest thereon or of interest thereon over Carry-Over Amounts, ratably, according to the amounts due, to the Senior Noteholders entitled thereto, without any discrimination or preference; (5) to the payment to the Holders of the Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and unpaid, without any preference or priority of Carry-Over Amounts over interest thereon or of interest thereon over Carry-Over Amounts, ratably, according to the amounts due, to the Subordinate Noteholders entitled thereto, without any discrimination or preference; (6) to the payment to the Holders of the Junior Subordinate Notes of all Carry-Over Amounts (together with interest thereon) then due and unpaid, without any preference or priority of Carry-Over Amounts over interest thereon or of interest thereon over Carry-Over Amounts, ratably, according to the amounts due, to the Junior Subordinate Noteholders entitled thereto, without any discrimination or preference; (7) to the payment of termination payments then due and unpaid to Swap Counterparties under Senior Swap Agreements as a result of Swap Counterparty default, ratably, according to the amounts due on such date, to the Senior Swap Counterparties entitled thereto, without any discrimination or preference; and (8) to the payment of termination payments then due and unpaid to Swap Counterparties under Subordinate Swap Agreements as a result of Swap Counterparty default, ratably, according to the amounts due on such date, to the Subordinate Swap Counterparties entitled thereto, without any discrimination or preference; and (9) to the payment of termination payments then due and unpaid to Swap Counterparties under Junior Subordinate Swap Agreements as a result of Swap Counterparty default, ratably, according to the amounts due on such date, to the Junior Subordinate Swap Counterparties entitled thereto, without any discrimination or preference. (C) If the principal of all the Outstanding Notes shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 6.2 hereof, then (subject to the provisions of paragraph (B) of this Section 6.6, in the event that the principal of all the Outstanding Notes shall later become or be declared due and payable) the money held by the Trustee hereunder shall be applied in accordance with the provisions of paragraph (A) of this Section 6.6. 77 Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section 11.106.6, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.add

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIand any other moneys held as part of the Trust Estate shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, any expenses, liabilities and advances incurred or made by the Trustee (including Trustee, including, without limitation reasonable limitation, fees and reasonable expenses of its attorneys)attorneys and consultants, shall and any outstanding fees and/or expenses owed to the Trustee, be deposited in into the Revenue Fund Bond Fund, and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied applied, as follows (iprovided, however, that the Trustee, in the interest of maintaining the Community, funding required reserves and paying fees and expenses when due, may as directed by a Majority of Holders, apply such funds (after payment of all Trustee fees and expenses) firstto payment of other amounts relating to the Bonds or the Community including, without limitation, the Operating Expenses, ad valorem taxes, insurance premiums, Management Company Fees, capital expenditures and repair and maintenance of the Community prior to applying the moneys as set forth below): Unless the principal of all the Series 2017 Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied: FIRST - to the payment to the persons Persons entitled thereto of all installments of interest then due on the Series 2017 Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of the maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due Persons entitled thereto, without any discrimination or privilege; and (ii) second, SECOND - to the payment to the persons Persons entitled thereto of the unpaid principal, as applicable, principal of any of the Series 2017 Bonds which shall have become due, in the order of their due dates, with interest on such Series 2017 Bonds at their respective rate from the respective dates upon which they became become due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Series 2017 Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons Persons entitled thereto, thereto without any discrimination or privilege among Holders of Bonds), andprivilege. However, if the amount available for principal of all the Series 2017 Bonds shall have become due or shall have been declared due and payable, all such principal and interest moneys shall not be sufficient to make full payment thereof, then applied to the payment thereof ratably of the principal and the interest then due and unpaid upon the Series 2017 Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Series 2017 Bond over any other Series 2017 Bond, ratably, according to the respective aggregate amounts due. (b) due respectively for principal and interest, to the Persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the futureapplication. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders date, and shall not be required to make payment to the holder of any Bondholder Bond until such Bonds Bond shall be presented to the Trustee. Whenever all Bonds and the interest thereon have been paid under the provisions of this Section and all expenses and charges of the Trustee for appropriate endorsement or for cancellation if fully and paying agent have been paid, any balance remaining in the Bond Fund shall be paid to the Obligated Group as provided in Section 5.02.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, fees, expenses, liabilities and advances advances, including counsel fees, incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied as follows: (ia) firstUnless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST -- to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments due dates of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestsaid amount, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) secondpersons entitled thereto, without any discrimination or privilege; SECOND -- to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than the Bonds matured for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds at their respective rate from the respective dates upon which they became due (at the rates borne by the Bonds and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, thereto without any discrimination or privilege among Holders privilege; and THIRD -- to be held for the payment to the persons entitled thereto as the same shall become due of Bonds), the principal of and interest on the Bonds which may thereafter become due at maturity and, if the amount available for such principal and interest shall not be sufficient to make pay in full Bonds due on any particular date, together with interest then due and owing thereon, payment thereof, then to the payment thereof shall be made ratably according to the respective aggregate amounts dueamount of principal due on such date to the persons entitled thereto without any discrimination or privilege. (b) Whenever moneys are to be applied pursuant to If the provisions principal of this Section 11.10all the Bonds shall have become due, all such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount payment of such moneys available for application the principal and interest then due and unpaid upon the likelihood Bonds, without preference or priority of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsprincipal over interest or of interest over principal, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys due respectively for principal and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented interest, to the Trustee for appropriate endorsement persons entitled thereto without any discrimination or for cancellation if fully paidprivilege.

Application of Moneys. (a) Any moneys All money received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIwill, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys money and of the fees, expenses, liabilities and advances (including, without limitation, attorneys’ fees and expenses) incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in into the Lease Revenue Fund and all moneys so deposited money in the Lease Revenue Fund during the continuance of an Event of Default shall will be applied as follows: (ia) firstunless the Principal Portions of Basic Rent represented by all the Certificates have become or have been declared due and payable, to all such moneys will be applied: FIRST - To the payment to the persons entitled thereto of all installments the Interest Portions of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne Basic Rent represented by the Bonds, as the case may be, Certificates in the order of the maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestand, then to the payment ratably, according to the amounts amount due on such installment)installments, and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due persons entitled thereto, without any discrimination or privilege; and (ii) second, to SECOND - To the payment to the persons entitled thereto of the unpaid principal, as applicable, Principal Portions of Basic Rent represented by any of the Bonds which shall Certificates that have become due (other than Principal Portions of Basic Rent represented by Certificates with respect to the payment of which moneys are held pursuant to the provisions of this Declaration of Trust) in the order of such due dates, with interest on such Bonds at their respective rate from the respective dates upon which they became become due (and, if the amount available for such unpaid principal and interest shall will not be sufficient to pay in full Bonds the Principal Portions of Basic Rent represented by Certificates due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, thereto without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient except as to make full payment thereof, then to the payment thereof ratably according to any difference in the respective aggregate amounts duerates of interest specified respecting the Certificates. (b) If the Principal Portions of Basic Rent represented by all Certificates have become due or have been declared due and payable, all such moneys will be applied to the payment of the Principal Portions and the Interest Portions of the Basic Rent then due and unpaid upon the Certificates without preference or priority of principal over the interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Certificate over any other Certificate, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege except as to any difference in the respective rates of interest specified respecting the certificates. (c) If the Principal Portions of the Basic Rent represented by all Certificates have been declared due and payable and if such declaration will thereafter have been rescinded and annulled under the provisions of this Article then subject to the provisions of Section 9.05(b) in the event that the Principal Portions of Basic Rent represented by all the Certificates will later become due or be declared due and payable, the moneys will be applied in accordance with the provisions of Section 9.05(a). Whenever moneys are money is to be applied pursuant to the provisions provision of this Section 11.109.05, such moneys shall money will be applied at such times, and from time to time, as the Trustee shall will determine, having due regard to the amount of such moneys money available for the application and the likelihood of additional moneys money becoming available for such application in the future. Whenever the Trustee shall will apply such funds, it shall will fix the date (which shall will be an Interest a Basic Rent Payment Date unless it shall deem deems another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be of principal paid on such date shall dates will cease to accrue. The Trustee shall will give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall will not be required to make payment to the Owner of any Bondholder Certificate until such Bonds shall be Certificate is presented to the Trustee for appropriate endorsement or for cancellation if fully paidpaid in full. Whenever the Principal Portion and the Interest Portion of all Certificates have been paid under the provisions of this Section, all expenses and charges of the Trustee (including, without limitation, attorneys’ fees and expenses) have been paid and any other obligations under the Lease have been paid in full, any balance remaining in the Funds will be paid to the City.

Application of Moneys. (a) Any All moneys received by the Trustee for with respect to the benefit of Bondholders, by any receiver or by any Bondholder Project pursuant to any right given or action taken under the provisions of this Article XIVIII shall, after payment of the costs cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in the Revenue Bond Fund and all such moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default and available for payment of the Bonds under the provisions of Article V hereof shall be applied as follows: (ia) firstfirst to the payment of all the Trustee's fees and expenses, including the costs and expenses of the proceedings resulting in the collection of such moneys; (b) then, in case the principal of none of the Series 1990B Bonds shall have become due and remains unpaid, to the payment of any interest in default in the order of the maturity thereof, ratably and proportionately to the persons entitled thereto without discrimination or preference; (c) in case the principal of any of the Series 1990B Bonds shall have become due and remains unpaid, to the payment of the principal of all installments Series 1990B Bonds then due and unpaid, then the payment of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in default in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, thereof and then to the payment ratablyof the premium thereon, according if any; and in every instance such payment to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof made ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) preference. Whenever moneys are to be applied pursuant to the provisions of this Section 11.108.6, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date interest payment date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders date, and shall not be required to make payment to the holder of any Bondholder Bond until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all of the Bonds and interest thereon have been paid under the provisions of this Section 8.6 and all expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be paid to the Company.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied as follows (provided, however, that (i) moneys received from a drawing under the Letter of Credit or held pursuant to Section 403 hereof shall only be used to pay Debt Service on other than Pledged Bonds; (ii) moneys received from any other source shall be used to pay Debt Service on Pledged Bonds first; and (iii) any characterization made herein as to the application of such moneys to pay interest or principal or both shall not necessarily govern or mirror such characterization of those payments as may be made by any taxing authority with jurisdiction over the recipient thereof): (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied to the payment to the persons Persons entitled thereto of (i) all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of the maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment thereof ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due Persons entitled thereto, without any discrimination or privilege; and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), with interest on such Bonds (at their respective the rate borne by the Bonds) from the respective dates upon which they became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full the principal of Bonds due on any particular date, together with such interest, then to the payment thereof ratably, according to the amount of principal and interest due on such date, in each case to the Persons entitled thereto, without any discrimination or privilege. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds (provided for this purpose any premium then payable on the Bonds shall be treated as principal), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (c) If the principal of all the Bonds shall have been declared due and payable and such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, all such moneys shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date (the "Special Record Date") interest on the amounts of principal to be paid on such date dates shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to (all Bondholders consistent with the requirements hereof for the establishment and notification of a Special Record Date for the payment of overdue interest), and shall not be required to make payment to the Holder of any Bondholder unpaid Bond until such date. Whenever all Bonds and interest and premium, if any, thereon shall have been paid under the provisions of this Section and all expenses and charges of the Trustee shall have been paid, any balance remaining in the Bond Fund shall be presented paid to or upon the order of the Company or the Bank, if any reimbursement obligation is owing to it under the Reimbursement Agreement; provided that no moneys remaining in the Credit Facility Account of the Bond Fund shall be paid to the Trustee for appropriate endorsement or for cancellation if fully paidCompany.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XISeven shall be separately accounted for, after and all such moneys shall, after, except as otherwise provided in a Supplemental Indenture, payment of the costs cost and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee with respect thereto (including without limitation reasonable fees and reasonable provided that any moneys or Investment Securities held pursuant to Section 11.1 hereof with respect to Notes no longer deemed Outstanding hereunder shall not be available for, nor be applied to, the payment of any such costs, expenses of its attorneysor liabilities), be applied as follows: (A) Unless the principal of all the Outstanding Notes shall have become or shall have been declared due and payable, all such moneys shall be deposited into the Collection Account and applied as provided in Sections 5.4 and 5.6. (B) If the Revenue Fund principal of all Outstanding Notes shall have become due or shall have been declared due and payable and such declaration has not been annulled and rescinded under the provisions of this Article Seven, all such moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) firstas follows: FIRST, to the payment to the persons entitled thereto Holders of Senior Notes of all installments of interest then due and unpaid on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment Senior Notes ratably, according to the amounts due on such installment)due, and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) secondPersons entitled thereto without any discrimination or preference; SECOND, to the payment to the persons entitled thereto Holders of the unpaid principal, as applicable, Senior Notes of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid all principal and interest shall not be sufficient to pay in full Bonds then due on any particular date, together with such interest, then to the payment Senior Notes ratably, according to the amount of principal and interest due on such dateamounts due, in each case to the persons Persons entitled thereto, thereto without any discrimination or privilege among Holders of Bonds)preference; THIRD, and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably to the Holders of Subordinate Notes of all interest then due and unpaid on the Subordinate Notes ratably, according to the respective aggregate amounts due, to the Persons entitled thereto without any discrimination or preference; FOURTH, to the payment to the Holders of Subordinate Notes of all principal then due on the Subordinate Notes ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; and FIFTH, to the Corporation. (bC) If the principal of all the Outstanding Notes shall have been declared due and payable and if such declaration shall thereafter have been rescinded and annulled under the provisions of Section 7.2 hereof, then (subject to the provisions of paragraph (B) of this Section 7.6, in the event that the principal of all the Outstanding Notes shall later become or be declared due and payable) the money held by the Trustee hereunder shall be applied in accordance with the provisions of paragraph (A) of this Section 7.6. Whenever moneys are to be applied by the Trustee pursuant to the provisions of this Section 11.107.6, such moneys shall be applied by it at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date the first day of a month unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit deposits with it of any such moneys and of the fixing of any such date by Mail to all Bondholders date, and shall not be required to make payment to the Holder of any Bondholder unpaid Note until such Bonds Note shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all Notes and interest thereon have been fully paid under the provisions of this Section 7.6, and all expenses and charges of the Trustee have been paid, the Corporation and the Trustee shall be restored to their former positions hereunder.

Application of Moneys. Notwithstanding anything to the contrary within this Indenture, the Disbursement Documents or the Trust Transaction Documents, all moneys (aincluding any proceeds of the Insurance Policy) Any moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIIndenture or under any of the other Transaction Documents including any proceeding at law or in equity to enforce the provisions of and foreclose, realize, levy or execute upon all items of collateral hereunder, together with all funds held by the Trustee hereunder, shall be deposited in the Debt Service Fund and, after payment of the fees, costs and expenses of (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (or the Servicer, if applicable) including without limitation reasonable attorneys’ fees, and all other outstanding fees and reasonable expenses of its attorneysand indemnities owing to the Trustee (or the Servicer, if applicable) incurred in connection with such actions, and thereafter any fees, expenses, liabilities and advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable, the Servicer), shall be deposited in the Revenue Fund and all such moneys so deposited in the Revenue Fund during the continuance of an Event of Default thereafter shall be applied in the order set forth below: (ia) firstUnless the principal of all Series 2023-A Notes shall have become or been declared due and payable, all such moneys shall be applied to the ratable payment to the persons entitled thereto of all installments of interest then due on the BondsSeries 2023-A Notes, with interest on overdue installmentsand, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, all such amounts then to the ratable payment ratablyof all such amounts so due and the portion thereof allocable to the installments of interest shall be applied in order of priority first to installments past due for the greatest period; and (b) If the principal of all the Series 2023-A Notes shall have become or been declared due and payable, all such moneys shall be applied to the payment of the principal then due and unpaid upon the Series 2023-A Notes, ratably according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. 10.1 The proceeds of: (a) Any enforcement of the Assignment; (b) any sale or other disposal of all present and future constructions on and fixtures to the Land or any portion thereof and generally (c) all moneys received or recovered by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder Security Agent pursuant to this Agreement or the powers conferred by it, shall (subject to (a) the claims of any right given Person having prior rights thereto and (b) Clause 10.2) be applied by the Security Agent (notwithstanding any purported appropriation by the Company or action taken under the provisions any other Grantor) in accordance with Clause 15 (Application of this Article XI, after payment Proceeds) of the costs Deed of Appointment and expenses Priority. 10.2 Notwithstanding any other provision of the proceedings resulting in Finance Documents, the collection Security Agent may, at any time after the delivery of such moneys and an Enforcement Notice to the Company, pay any or all of the feesmoneys received, expenses, liabilities and advances incurred recovered or made realised by the Trustee Security Agent under this Agreement (including without limitation reasonable fees and reasonable expenses the proceeds of its attorneys), any conversion of currency) into any suspense or impersonal account (which is interest-bearing provided that there is no tax liability on the Security Agent with respect to any interest in such account) for so long as the Security Agent shall think fit (whether or not any Secured Obligations shall have become due) pending any further application of such moneys (as the Security Agent shall be deposited entitled, but not obliged, to do in its discretion) in accordance with the Revenue Fund provisions of Clause 10.1. If the Secured Obligations have been fully discharged or would be fully discharged if the moneys in such suspense or impersonal account were applied towards satisfaction of the Secured Obligations, the Security Agent shall apply the moneys in such suspense or impersonal account towards satisfaction of the Secured Obligations and all if there are any moneys so deposited remaining in such suspense or impersonal account after the Revenue Fund during Secured Obligations have been fully discharged, the continuance of an Event of Default Security Agent shall pay such remaining moneys to any Person as directed by the Company. Any interest accrued on any moneys in such suspense or impersonal account shall be applied (i) first, credited to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bondssuch suspense or, as the case may be, in impersonal account and shall, subject to the order terms of maturity this Clause 10.2, be applied towards satisfaction of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueSecured Obligations. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (1) Except as otherwise provided herein, any moneys arising from any enforcement hereof, whether by the Trustee or any Holder of a Note, shall be held by the Trustee and applied by it, together with any moneys then or thereafter in the hands of the Trustee available for the purpose, as follows: (a) Any moneys received by first, in payment or reimbursement to the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the feesremuneration, expenses, liabilities disbursements and advances of the Trustee earned, incurred or made by in the administration or execution of the trusts hereunder or otherwise in relation to this Indenture with interest thereon as herein provided (from which the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneysshall reimburse the Noteholders for any funds furnished pursuant to clause 6.6(1)(c), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due.; (b) Whenever moneys are second (but subject to subsection 5.2), in or towards payment of the principal of all of the Notes then outstanding and thereafter in or towards payment of the accrued and unpaid interest and interest on overdue interest on such Notes (or if the Noteholders, by instrument signed by the Holders of more than 50% of the principal amount of the Notes then outstanding or by Extraordinary Resolution passed at a meeting of Noteholders, shall have directed payments to be applied pursuant to the provisions made in accordance with any other order of this Section 11.10priority, or without priority as between principal and interest, then such moneys shall be applied at in accordance with such timesdirection); and (c) third, the surplus (if any) of such moneys shall be paid to the Corporation or as it may direct; provided, however, that no payments shall be made in respect of the principal or interest on any Note held by or for the benefit of the Corporation or any of its Subsidiaries (other than any Note pledged for value and in good faith to a Person other than the Corporation or any of its Subsidiaries, but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal of and interest on all Notes (including interest on overdue interest) which are not so held. (2) For the purpose of disregarding any Notes owned legally or beneficially by the Corporation or any of its Subsidiaries as required by paragraph 6.7(1), the Corporation shall provide to the Trustee, from time to timetime and forthwith upon the Trustee's written request, a certificate of the Corporation setting forth as at the date of such certificate: (a) the names (other than the name of the Corporation) of the registered holders of Notes which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any of its Subsidiaries; and (b) a list of the Notes owned legally and beneficially by the Corporation or any of its Subsidiaries; and the Trustee shall determine, having due regard be entitled to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid rely on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to certificate for all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidpurposes.

Application of Moneys. (a) Any Except as otherwise provided herein, any moneys received arising from any enforcement hereof, whether by the Trustee for the benefit of Bondholdersor any Debentureholder, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made shall be held by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)applied by it, shall be deposited together with any moneys then or thereafter in the Revenue Fund and all moneys so deposited in hands of the Revenue Fund during Trustee available for the continuance of an Event of Default shall be applied purpose, as follows: (i) first, in payment or reimbursement to the Trustee of the amounts contemplated by section 6.5, including without limitation, the remuneration, expenses, disbursements and advances of the Trustee earned, incurred or made in the administration or execution of the trusts hereunder or otherwise in relation to this Indenture with interest thereon as herein provided; (ii) second (but subject to section 6.2), in or towards payment to of the persons entitled thereto principal amount of all installments of the Debentures then outstanding and thereafter in or towards payment of the accrued and unpaid interest then due on the Bonds, with and interest on overdue installmentsinterest on such Debentures (or if the Debentureholders, if lawfulby Extraordinary Resolution, at the rate per annum borne by the Bonds, as the case may be, shall have directed payments to be made in the accordance with any other order of maturity of the installments of such interest (if the priority, or without priority as between principal amount available for such interest installments shall not be sufficient to pay in full any particular installment of and interest, then such moneys shall be applied in accordance with such direction); and (iii) third, the surplus (if any) of such moneys shall be paid to the payment ratablyCorporation or as it may direct, according provided, however, that no payments shall be made in respect of the principal amount or interest on any Debenture held by or for the benefit of the Corporation or any of its Subsidiaries (other than any Debenture pledged for value and in good faith to a Person other than the Corporation or any of its Subsidiaries, but only to the amounts due on extent of such installment), and if the amount available for such Person's interest shall not be sufficient to make payment thereof, then therein) except subject to the prior payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto in full of the unpaid principal, as applicable, principal amount of any of the Bonds which shall have become due with and interest on such Bonds at their respective rate from the respective dates upon all Debentures which they became due (if the amount available for such unpaid principal and interest shall are not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueso held. (b) Whenever moneys are to be applied pursuant For the purpose of disregarding any Debentures owned legally or beneficially by the Corporation or any of its Subsidiaries as required by subsection 7.7(a), the Corporation shall provide to the provisions of this Section 11.10Trustee, such moneys shall be applied at such times, and from time to timetime and forthwith upon the Trustee's written request, a Certificate of the Corporation setting forth as at the date of such Certificate: (i) the names (other than the name of the Corporation) of the registered holders of Debentures which, to the knowledge of the Corporation, are owned by or held for the account of the Corporation or any of its Subsidiaries; and (ii) a list of Debentures owned legally and beneficially by the Corporation or any of its Subsidiaries; and the Trustee shall determine, having due regard be entitled to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid rely on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to Certificate for all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidpurposes.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, fees, expenses, liabilities and advances advances, including counsel fees, incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in the Revenue Fund Bond Fund, and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied as follows: (ia) firstUnless the principal of all the Bonds shall have become due and payable, all such moneys shall be applied: FIRST -- to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments due dates of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestsaid amount, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) secondpersons entitled thereto, without any discrimination or privilege; SECOND -- to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than the Bonds matured for the payment of which moneys are held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds at their respective rate from the respective dates upon which they became due (at the rates borne by the Bonds and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, thereto without any discrimination or privilege among Holders privilege; and THIRD -- to be held for the payment to the persons entitled thereto as the same shall become due of Bonds), the principal of and interest on the Bonds which may thereafter become due at maturity and, if the amount available for such principal and interest shall not be sufficient to make pay in full Bonds due on any particular date, together with interest then due and owing thereon, payment thereof, then to the payment thereof shall be made ratably according to the respective aggregate amounts dueamount of principal due on such date to the persons entitled thereto without any discrimination or privilege. (b) Whenever moneys are to be applied pursuant to If the provisions principal of this Section 11.10all the Bonds shall have become due, all such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount payment of such moneys available for application the principal and interest then due and unpaid upon the likelihood Bonds, without preference or priority of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsprincipal over interest or of interest over principal, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys due respectively for principal and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented interest, to the Trustee for appropriate endorsement persons entitled thereto without any discrimination or for cancellation if fully paidprivilege.

Application of Moneys. (aNotwithstanding anything to the contrary within this Indenture, the Disbursement Documents or the Trust Transaction Documents, all moneys excluding any Insurance Payments or other proceeds, solely with respect to the Series 2023-A Notes, of the Insurance Policy, which shall be deposited in the Insurance Proceeds Fund in accordance with Section 3.11 of the Indenture) Any moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIIndenture or under any of the other Transaction Documents including any proceeding at law or in equity to enforce the provisions of and foreclose, realize, levy or execute upon all items of collateral hereunder, together with all funds held by the Trustee hereunder, shall be deposited in the Debt Service Fund and, after payment of all of the fees, costs and expenses of (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (or the Servicer, if applicable) including without limitation reasonable attorneys’ fees, and all other outstanding fees and reasonable expenses of its attorneysand indemnities owing to the Trustee (or the Servicer, if applicable) incurred under this Second Supplemental Indenture, the Indenture, the Disbursement Documents, and/or the Trust Transaction Documents, or otherwise in connection with such actions, and thereafter any fees, expenses, liabilities and advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable, the Servicer), shall be deposited in the Revenue Fund and all such moneys so deposited in the Revenue Fund during the continuance of an Event of Default thereafter shall be applied in the order set forth below: (ia) firstUnless the principal of all Series 2023-A Notes and Series 2024-A Notes shall have become or been declared due and payable, all such moneys (other than any proceeds of the Insurance Policy or such amount held in the Insurance Proceeds Fund, which shall be applied solely to the payment of the Series 2023-A Notes) shall be applied to the persons entitled thereto ratable payment of all installments of cash interest then due on the BondsSeries 2023-A Notes including the 2023-A Exit Premium (if such fee has become or been declared due and payable)) and each Series 2024-A Notes (other than the 2024-A Exit Premium) that are issued on a pari passu basis with the Series 2023-A Notes (in each case, with interest on overdue installmentsa pro rata basis relative to each series of Notes), if lawfuland, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, all such amounts then to the ratable payment ratablyof all such amounts so due and the portion thereof allocable to the installments of interest shall be applied in order of priority first to installments past due for the longest period; and (b) If the principal of all the Series 2023-A Notes and Series 2024-A Notes shall have become or been declared due and payable, all such moneys (other than any proceeds of the Insurance Policy or such amount held in the Insurance Proceeds Fund, which shall be applied solely to the payment of the Series 2023-A Notes ) shall be applied to the payment of the principal then due and unpaid upon the Series 2023-A Notes (including the 2023-A Exit Premium) and Series 2024-A Notes (other than the 2024-A Exit Premium) that are issued on a pari passu basis with the Series 2023-A Notes (in each case, on a pro rata basis relative to each series of Notes), ratably according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any ALL moneys received by the Trustee for under these presents from any of the benefit relevant Obligors (including any moneys which represent principal or interest in respect of BondholdersNotes, Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by the relevant Issuer, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any receiver of the relevant Obligors to the extent attributable in the opinion of the Trustee to a particular Series of the Notes issued by the relevant Issuer or which are apportioned to such Series as aforesaid, be held by the Trustee upon trust to apply them (subject to Clause 12): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J) to the Trustee and/or any Bondholder pursuant to any right given Appointee; SECONDLY in or action taken under towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the provisions Notes of this Article XI, after that Series; THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the costs balance (if any) to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the relevant Issuer shall be dealt with as between the relevant Issuer and expenses of the proceedings resulting in the collection of such moneys and of the feesany other person), expenses, liabilities and advances incurred or PROVIDED ALWAYS that any payment required to be made by the Trustee (including without limitation reasonable fees pursuant to these presents shall only be made subject to any applicable laws and reasonable expenses of its attorneys), shall be deposited in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, regulations. Back to the payment Contents Without prejudice to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), andthis Clause 10, if the amount available for such Trustee holds any moneys which represent principal and or interest shall not be sufficient to make full payment thereofin respect of Notes, then to Receipts or Coupons issued by the payment thereof ratably according to relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, Trustee will hold such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paidabove trusts.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner of a Bond pursuant to any right given or action taken under the provisions of this Article XIVIII, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)any other amounts owing to the Trustee under Section 9.04 hereof, shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons Persons entitled thereto of the unpaid principalprincipal of and premium, as applicableif any, of on any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture), in the order of their due dates, with interest on such Bonds at their respective rate rates from the respective dates upon which they became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and premium, if any, and interest due on such date, in each case to the persons Persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (b) If the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the Persons entitled thereto without any discrimination or privilege. (c) If the principal of all the Bonds shall have been declared due and payable, and if acceleration of the maturity of the Bonds by reason of such Event of Default shall -29- Indenture of Trust thereafter have been rescinded or annulled under the provisions of this Article VIII, subject to the provisions of clause (b) of this Section 8.10 which shall be applicable in the event that the principal of all the Bonds shall later become due and payable, the moneys shall be applied in accordance with the provisions of clause (a) of this Section 8.10. Whenever moneys are to be applied pursuant to the provisions of this Section 11.108.10, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsmoneys, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal, premium and interest to be paid on such date dates shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail mail to all Bondholders and Owners of Outstanding Bonds, and, subject to Section 2.11 hereof, shall not be required to make payment to any Bondholder Owner of a Bond until such Bonds Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.

Application of Moneys. (a) Any moneys received by the Trustee for the benefit of BondholdersTrustee, by any receiver or by any Bondholder Owner of a Bond pursuant to any right given or action taken under the provisions of this Article XI, X (other than moneys received by the Trustee in consequence of the exercise by the Bank of its right to purchase the Bonds pursuant to Section 4.07) or under the provisions of the Agreement after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the feesmoneys, expenses, liabilities and advances incurred or made by including any amounts due to the Trustee pursuant to Section 11.04 hereof and under the Agreement (including without limitation reasonable fees except that proceeds of a drawing under a Credit Facility and reasonable expenses of its attorneysany moneys held pursuant to Section 5.06 hereof may not be so used), shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default (other than moneys for the payment of Bonds which had matured or otherwise become payable prior to such Event of Default or for the payment of interest due prior to such Event of Default) shall be applied as follows: (a) Unless the principal of all the Bonds shall have been declared due and payable, all such moneys shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as Bonds on the case may bedate of occurrence of such Event of Default, in the order of maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of and any premium on any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which money is held pursuant to the provisions of this Indenture) with interest on such Bonds at their respective rate on the date of occurrence of such Event of Default from the respective dates upon which they became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal and interest and any premium due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders privilege; provided, however, that moneys derived from the exercise of Bonds), and, if rights by the amount available for such principal and interest Trustee under a Credit Facility shall not be sufficient to make full payment thereof, then applied to the payment of the principal of or premium or interest on Bonds held of record by the Borrower or any affiliate thereof ratably according to or by the respective aggregate amounts dueTender Agent for the account of the Borrower. (b) Whenever moneys are If the principal of all the Bonds shall have been declared due and payable and the Bank has not exercised its option to be applied direct the Trustee to purchase all Bonds on behalf of the Bank pursuant to the provisions of this Section 11.104.07 hereof, all such moneys shall be applied at such timesto the payment of the principal and interest then due and unpaid upon the Bonds, with interest on overdue interest and principal, as aforesaid, without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or privilege; provided, however, that moneys derived from the exercise of rights by the Trustee under a Credit Facility shall not be applied to the payment of the principal of or premium or interest on Bonds held of record by the Borrower or any affiliate thereof or by the Tender Agent for the account of the Borrower. (c) If the principal of all the Bonds shall have been declared due and payable, and from time to timeif such declaration shall thereafter have been rescinded and annulled under the provisions of this Article X, as the Trustee shall determine, having due regard subject to the amount provisions of such moneys available for application and the likelihood clause (b) of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (this Section 10.10 which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on applicable in the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice event that the principal of all the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall later become due and payable, the moneys shall be presented to applied in accordance with the Trustee for appropriate endorsement or for cancellation if fully paidprovisions of clause (a) of this Section 10.10.

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in the Revenue Bond Fund and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied as follows (provided, however, that (i) moneys received from a drawing under the Letter of Credit or held pursuant to Section 403 hereof shall only be used to pay Debt Service on other than Bank Bonds; (ii) moneys received from any other source shall be used to pay Debt Service on Bank Bonds first; and (iii) any characterization made herein as to the application of such moneys to pay interest or principal or both shall not necessarily govern or mirror such characterization of those payments as may be made by any taxing authority with jurisdiction over the recipient thereof): (a) Unless the principal of all the Bonds shall have become or shall have been declared due and payable, all such moneys shall be applied to the payment to the persons Persons entitled thereto of (i) all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of the maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment thereof ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due Persons entitled thereto, without any discrimination or privilege; and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, principal of any of the Bonds which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), with interest on such Bonds (at their respective the rate borne by the Bonds) from the respective dates upon which they became due (and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full the principal of Bonds due on any particular date, together with such interest, then to the payment thereof ratably, according to the amount of principal and interest due on such date, in each case to the Persons entitled thereto, without any discrimination or privilege. (b) If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment of the principal and interest then due and unpaid upon the Bonds (provided for this purpose any premium then payable on the Bonds shall be treated as principal), without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest or of any Bond over any other Bond, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts dueprivilege. (c) If the principal of all the Bonds shall have been declared due and payable and such declaration shall thereafter have been rescinded and annulled under the provisions of this Article, then, subject to the provisions of paragraph (b) of this Section in the event that the principal of all the Bonds shall later become due or be declared due and payable, all such moneys shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date (the "Special Record Date") interest on the amounts of principal to be paid on such date dates shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to (all Bondholders consistent with the requirements hereof for the establishment and notification of a Special Record Date for the payment of overdue interest), and shall not be required to make payment to the Holder of any Bondholder unpaid Bond until such date. Whenever all Bonds and interest and premium, if any, thereon shall have been paid under the provisions of this Section and all expenses and charges of the Trustee shall have been paid, any balance remaining in the Bond Fund shall be presented paid to or upon the order of the Company or the Bank, if any reimbursement obligation is owing to it under the Credit Agreement; provided that no moneys remaining in the Credit Facility Account of the Bond Fund shall be paid to the Trustee for appropriate endorsement or for cancellation if fully paidCompany.

Application of Moneys. (a) Any The Trustee shall have the right at any time to apply moneys received of Navistar Financial held by it in the Collateral Account to the payment of due and unpaid Trustee’s Fees. Subject to Section 6.05, all remaining moneys held by the Trustee in the Collateral Account while a Notice of Acceleration is in effect shall, to the extent available for distribution (it being understood that the benefit of Bondholders, by any receiver or by any Bondholder Trustee may liquidate investments prior to maturity in order to make a distribution pursuant to any right given or action taken under this Section), be distributed by the provisions of this Article XI, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made Trustee on dates fixed by the Trustee (including without limitation reasonable fees and reasonable expenses the first of its attorneys), which shall be deposited within 90 days after the Trustee receives a Notice of Acceleration and the remainder of which shall be monthly thereafter on the day of the month corresponding to the first Distribution Date (or, if there is no such corresponding day, the last day of such month) for such distribution (individually a “Distribution Date” and collectively “Distribution Dates”) in the Revenue Fund and all moneys so deposited in the Revenue Fund during the continuance of an Event of Default shall be applied (i) first, to the payment to the persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the following order of maturity priority: First: to any Secured Party which has theretofore advanced or paid any unpaid Trustee’s Fees constituting administrative expenses allowable under Section 503(b) of the installments of such interest (if the Bankruptcy Code, an amount available for such interest installments shall not be sufficient to pay in full any particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due and (ii) second, to the payment to the persons entitled thereto of the unpaid principal, as applicable, of any of the Bonds which shall have become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according equal to the amount of principal and interest due on thereof so advanced or paid by such dateSecured Party prior to such Distribution Date; Second: to any Secured Party which has theretofore advanced or paid any unpaid Trustee’s Fees other than such administrative expenses, in each case an amount equal to the persons amount thereof so advanced or paid by such Secured Party prior to such Distribution Date; Third: to the Secured Parties entitled thereto, without any discrimination or privilege among Holders of Bondsan amount equal to their respective Catch-up Amounts (as defined in subsection (c) below), if any, and, if the amount available for such principal and interest shall not be sufficient to make full payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due. (b) Whenever moneys are to be applied pursuant to the provisions of this Section 11.10, such moneys shall be applied at insufficient to pay such timesCatch-up Amounts in full, and from time then to time, as the Trustee shall determine, having due regard such Secured Parties ratably in proportion to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid.their respective Catch-up Amounts;

Application of Moneys. (a) Any All moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIshall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred or made by the Trustee (including including, without limitation reasonable limitation, attorneys’ fees and reasonable expenses of its attorneysexpenses), shall be deposited in into the Lease Revenue Fund and all moneys so deposited in the Lease Revenue Fund during the continuance of an Event of Default shall be applied as follows: (ia) firstUnless the Principal Portions of Basic Rent represented by all the Certificates have become or have been declared due and payable, to all such moneys shall be applied: FIRST - To the payment to the persons entitled thereto of all installments the Interest Portions of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne Basic Rent represented by the Bonds, as the case may be, Certificates in the order of the maturity of the installments of such interest (if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestand, then to the payment payment, ratably, according to the amounts amount due on such installment)installments, and if the amount available for such interest shall not be sufficient to make payment thereof, then to the payment thereof ratably according to the respective aggregate amounts due persons entitled thereto, without any discrimination or privilege; and (ii) second, to SECOND - To the payment to the persons entitled thereto of the unpaid principal, as applicable, Principal Portions of Basic Rent represented by any of the Bonds which shall Certificates that have become due and payable (other than Principal Portions of Basic Rent represented by Certificates with respect to the payment of which moneys are held pursuant to the provisions of this Declaration of Trust) in the order of such due dates, with interest on such Bonds at their respective rate from the respective dates upon which they became due (and payable and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds the Principal Portions of Basic Rent represented by Certificates due on any particular date, together with such interest, then to the payment payment, ratably, according to the amount of principal and interest due on such date, in each case to the persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal and interest shall not be sufficient except as to make full payment thereof, then to the payment thereof ratably according to any difference in the respective aggregate amounts duerates of interest specified respecting the Certificates. (b) If the Principal Portions of Basic Rent represented by all the Certificates have become due or have been declared due and payable, all such moneys shall be applied to the payment of the Principal Portions and the Interest Portions of the Basic Rent then due and unpaid upon the Certificates without preference or priority of principal over interest or of interest over principal, or of any installment of interest over any other installment of interest, or of any Certificate over any other Certificate, ratably, according to the amounts due respectively for principal and interest, to the persons entitled thereto, without any discrimination or privilege except as to any difference in the respective rates of interest specified respecting the Certificates. (c) If the Principal Portions of Basic Rent represented by all the Certificates have been declared due and payable and if such declaration shall thereafter be rescinded and annulled under the provisions of this Article then subject to the provisions of paragraph (b) of this Section in the event that the Principal Portions of Basic Rent represented by all the Certificates shall later become due or be declared due and payable, the moneys shall be applied in accordance with the provisions of paragraph (a) of this Section. Whenever moneys are to be applied pursuant to the provisions of this Section 11.10Section, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for the application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest a Basic Rent Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to the Owner of any Bondholder Certificate until such Bonds shall be Certificate is presented to the Trustee for appropriate endorsement or for cancellation if fully paid in full. Whenever the Principal Portion and the Interest Portion of all Certificates have been paid under the provisions of this Section and all fees, expenses and charges of the Trustee (including, without limitation, attorneys’ fees and expenses) have been paid, any balance remaining in the Lease Revenue Fund shall be paid to the City.

Application of Moneys. (aA) Any Except as provided in subsection (C) below, all moneys received by the Trustee for the benefit of Bondholders, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article XIVI shall, after payment of the costs cost and expenses of the proceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances (including reasonable attorneys' fees) incurred or made by the Trustee (including without limitation reasonable fees and reasonable expenses of its attorneys)Trustee, shall be deposited in into the Revenue Fund Bond Fund; and all moneys so deposited in the Revenue Bond Fund during the continuance of an Event of Default shall be applied applied, together with the other moneys held by the Trustee hereunder (iother than amounts in the Rebate Fund), as follows: (1) firstUnless the principal of all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied: FIRST - to the payment to the persons Persons entitled thereto of all installments of interest then due on the Bonds, with interest on overdue installments, if lawful, at the rate per annum borne by the Bonds, as the case may be, in the order of the maturity of the installments of such interest (and, if the amount available for such interest installments shall not be sufficient to pay in full any particular installment of interestinstallment, then to the payment ratably, according to the amounts due on such installment), to the Persons entitled thereto, without any discrimination or privilege; SECOND - to the payment to the Persons entitled thereto of the unpaid principal of and any premium on the Bonds (other than Bonds called for redemption for the payment of which moneys shall be held pursuant to the provisions of this Indenture) which shall have become due, in order of their maturities, with interest from the date upon which they became due and, if the amount available for such interest shall not be sufficient to make payment thereofpay in full the principal of and premium, if any, and interest on the Bonds due on any particular date, then to the payment thereof ratably ratably, according to the respective aggregate amounts due respectively for principal, interest and (ii) secondpremium, if any, to the Persons entitled thereto, without any discrimination or privilege; THIRD - to the payment to the persons Persons entitled thereto of the unpaid principalprincipal of, as applicablepremium, of any of if any, on, or interest on the Bonds which shall have may thereafter become due with interest on such Bonds at their respective rate from the respective dates upon which they became due (and payable, and, if the amount available for such unpaid principal and interest shall not be sufficient to pay in full Bonds due on any particular date, together with such interestinterest and premium, if any, then to the due and owing thereon, payment ratably, shall be made ratably according to the amount of interest, principal and interest premium, if any, due on such date, in each case date to the persons Persons entitled thereto, without any discrimination or privilege among Holders of Bonds), and, if the amount available for such principal privilege; and interest shall not be sufficient to make full payment thereof, then FOURTH - to the payment thereof ratably according to the respective aggregate Credit Facility Issuer of all amounts duedue to the Credit Facility Issuer pursuant to the Reimbursement Agreement. (b2) Whenever moneys are to be applied pursuant to If the provisions principal of this Section 11.10all the Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied at such timesto the payment of the principal, premium, if any, and from time to timeinterest then due and unpaid upon the Bonds, as the Trustee shall determinewithout preference or priority of principal and premium over interest or of interest over principal and premium, having due regard or of any installment of interest over any other installment of interest, or of any Bonds over any other Bonds, ratably, according to the amount of such moneys available amounts due respectively for application principal, premium, if any, and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such fundsinterest, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts to be paid on such date shall cease to accrue. The Trustee shall give notice of the deposit with it of any such moneys and of the fixing of any such date by Mail to all Bondholders and shall not be required to make payment to any Bondholder until such Bonds shall be presented to the Trustee for appropriate endorsement Persons entitled thereto without any discrimination or for cancellation if fully paidprivilege.