Common use of Application of Monies Clause in Contracts

Application of Monies. (a) Each Secured Creditor agrees to apply monies distributed under Section 5.4 hereof to satisfaction of the corresponding obligation described therein. In the case of any Secured Obligations in the form of Contingent Reimbursement Obligations with respect to Letters of Credit, and in addition to matured reimbursement obligations resulting from actual draws under Letters of Credit, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant to Section 5.4 hereof, treat the amount of such Contingent Reimbursement Obligations to be “due and payable” on any distribution date if, pursuant to the Credit Agreement, the Administrative Agent has declared (or there shall automatically have been declared) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit Agreement. (b) All payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the Collateral Agent of in writing, or, in the absence of such a representative, directly to such Swap Creditors or Noteholders. (c) For purposes of applying payments received in accordance with this Article V, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement, and (ii) any representative for the Swap Creditors or the Noteholders, or, in the absence of such a representative, upon the Swap Creditors or the Noteholders, as applicable, for a determination (which the Administrative Agent, each representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent).

Application of Monies. (a) Each Secured Creditor agrees 14.8.1 Subject to the repayment of any claims having priority to this Debenture and to any applicable statutory requirement as to the payment of preferential debts, after the Security created under this Debenture has become enforceable the Administrative Agent or any Receiver shall apply monies distributed received by them under Section 5.4 hereof to satisfaction this Debenture in the following order: (A) first, in or towards the payment pro rata of or the provision pro rata for, any costs and expenses of the corresponding obligation described therein. In Administrative Agent or the case Receiver or which are incidental to the appointment of the Receiver incurred or made in connection with any enforcement action or otherwise in connection with this Debenture or any of the Secured Obligations, including all court costs and the fees and expenses of its agents and legal counsel, the repayment of all advances made by the Administrative Agent hereunder or under any other Loan Document on behalf of any Chargor and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Loan Document and any fees, commission or remuneration of the Receiver; (B) second, in or towards discharge in full of the Secured Obligations which shall be distributed among the Secured Parties pro rata in accordance with the amounts of the Secured Obligations owed to them on the date of any such distribution; and (C) third, in the payment of any surplus, if any, to the relevant Chargor, its successors or assigns, or as a court of competent jurisdiction may otherwise direct; provided that during the Security Period the Administrative Agent may credit any monies received by enforcing the Security under this Debenture to a suspense account pending its application in the above manner. 14.8.2 Each Chargor shall hold on trust for the Administrative Agent all monies received by virtue of the Insurance Policies and at any time when an Event of Default has occurred and is continuing, each Chargor shall apply those monies at the option of the Administrative Agent: (A) in replacing or reinstating the assets destroyed, damaged or lost (any deficiency being made good by the Chargors); or (B) in reduction of the Secured Obligations in the form of Contingent Reimbursement Obligations with respect to Letters of Credit, and manner set forth in addition to matured reimbursement obligations resulting from actual draws under Letters of Credit, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant to Section 5.4 hereof, treat the amount of such Contingent Reimbursement Obligations to be “due and payable” on any distribution date if, pursuant to the Credit Agreement, the Administrative Agent has declared (or there shall automatically have been declared) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit AgreementClause 14.8.1. (b) All payments required to be 14.8.3 Clause 14.8.1 will override any appropriation made hereunder shall be made (x) if to the Lender Creditors, to the Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the Collateral Agent of in writing, or, in the absence of such by a representative, directly to such Swap Creditors or NoteholdersChargor. (c) For purposes of applying payments received in accordance with this Article V, the Collateral Agent shall be entitled to rely upon (i) the Administrative Agent under the Credit Agreement, and (ii) any representative for the Swap Creditors or the Noteholders, or, in the absence of such a representative, upon the Swap Creditors or the Noteholders, as applicable, for a determination (which the Administrative Agent, each representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent).

Application of Monies. All monies received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of costs, expenses, liabilities and advances paid, incurred or made or anticipated by the Trustee, its agents and counsel, and any receiver approved by the Trustee, in the collection of such monies and of the expenses, liabilities and advances incurred or made by the Trustee, its agents and counsel, and any receiver approved by the Trustee, be deposited in the Debt Service Fund; and all monies in the Debt Service Fund (other than monies held for the payment of a particular Bond) shall be applied, as follows: (a) Each Secured Creditor agrees to apply monies distributed under Section 5.4 hereof to satisfaction Unless the principal of all of the corresponding obligation described therein. In Bonds shall have become or shall have been declared due and payable, all such monies shall be applied: First ‑ to the case payment to the persons entitled thereto of all interest then due on the Bonds or if the amount available shall not be sufficient for such purpose, then to the payment ratably, to the persons entitled thereto without any discrimination or privilege; and Second ‑ to the payment to the persons entitled thereto of the unpaid principal of any Secured of the Bonds which shall have become due (other than Bonds matured, or called for redemption for the payment of which monies and/or Government Obligations are held pursuant to this Indenture), in the form order of Contingent Reimbursement Obligations their due dates, with respect interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to Letters of Creditpay in full Bonds due on any particular date, and in addition together with such interest, then to matured reimbursement obligations resulting from actual draws under Letters of Creditthe payment ratably, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant according to Section 5.4 hereof, treat the amount of principal due on such Contingent Reimbursement Obligations to be “due and payable” on any distribution date ifdate, pursuant to the Credit Agreement, the Administrative Agent has declared (persons entitled thereto without any discrimination or there shall automatically have been declared) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit Agreementprivilege. (b) All payments required to be made hereunder If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such monies shall be made (x) if applied to the Lender Creditorspayment of the principal and the interest then due and unpaid upon the Bonds (other than installments of interest, and amounts of principal of Bonds matured or called for redemption, for the payment of which monies and/or Government Obligations are held pursuant to this Indenture) 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 Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors persons entitled thereto without any discrimination or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the Collateral Agent of in writing, or, in the absence of such a representative, directly to such Swap Creditors or Noteholdersprivilege. (c) For purposes If the principal of applying payments received 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 monies shall be applied in accordance with the provisions of paragraph (a) of this Article VSection. Whenever monies are to be applied pursuant to the provisions of this Section, the Collateral Agent such monies shall be entitled applied as soon as practicable as the Trustee shall in good faith determine having due regard to rely the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be the date of acceleration of the Bonds or if there shall not have been an acceleration, such date as shall be determined by the Trustee) upon (i) which such application is to be made and upon such date interest on the Administrative Agent under amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the Credit Agreementdeposit with it of any such monies and of the fixing of any such date, and (ii) shall not be required to make payment to the holder of any representative for Bond until such Bond shall be presented to the Swap Creditors or the Noteholders, or, in the absence of such a representative, upon the Swap Creditors or the Noteholders, as applicable, for a determination (which the Administrative Agent, each representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent)Trustee.

Application of Monies. Section 14.1 Disbursements of Monies out of the Issuer Collection Account (a) Each Secured Creditor agrees On each Payment Date, prior to apply monies distributed under Section 5.4 hereof to satisfaction of the corresponding obligation described therein. In the case of any Secured Obligations in the form of Contingent Reimbursement Obligations with respect to Letters of Credita Deal Rapid Amortization Event, and in addition to matured reimbursement obligations resulting from actual draws under Letters of CreditWilmington Trust Company, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant to Section 5.4 hereof, treat the amount of such Contingent Reimbursement Obligations to be “due and payable” on any distribution date ifshall, pursuant to the Credit AgreementManager Report (or if one is not timely provided, then at the direction of the Agent), withdraw funds from the Issuer Collection Account, and pay the following amounts from such funds in the following order of priority, in all cases to the extent of the Distributable Cash in the Issuer Collection Account on such Payment Date: (i) to the appropriate financial institutions, all fees and expenses charged in connection with its maintenance of the Issuer Collection Account, all Co-Issuer Collection Accounts and any other accounts provided for under the Transaction Documents not to exceed $20,000.00 per annum; (ii) to the Manager, the Administrative Management Fee and, to the extent not previously distributed, the Management Fee due on each prior Payment Date; (iii) to the Agent for distribution to the Noteholders, payment of all indemnity payments and reasonable out-of-pocket costs and expenses incurred in connection with the enforcement of its rights hereunder or under the Notes, ratably, without preference or priority of any kind; (iv) to the Agent for distribution to the Noteholders, interest accrued on the Notes for the related Interest Period plus any accrued interest thereon remaining unpaid from any previous Interest Period, and interest on such overdue interest to the date such payment is made, at the Note Interest Rate, but only to the extent that payment of such interest on interest shall be legally enforceable; (v) to the Agent for distribution to the Noteholders, the Note Principal Payment for such Payment Date in reduction of the Note Principal Balance of the Notes; provided that, if a Note Co-Issuer Rapid Amortization Event has declared occurred, all remaining Distributable Cash allocable to such Note Co-Issuer shall be distributed to the Noteholders until the Outstanding Note Balance of such Note Co-Issuer's Note has been paid in full; (or there shall automatically have been declaredvi) to the Issuer, payment of all reasonable costs and expenses incurred by any Co-Issuer, including legal expenses in connection with the enforcement of its rights directly incurred by any such Co-Issuer; (vii) to any Hedge Counterparty, all amounts owing due pursuant to the Lenders under related Hedge Agreement; (viii) to each Indemnified Party, pro rata, any Secured Obligations (not otherwise provided for specifically above) owed to it; (ix) to the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral forIssuer, the related Letter fee due it pursuant to the Advisory Agreement; (x) to the Manager, the Incentive Manager Fee in an amount equal to the sum of Credit in accordance with the terms (1) 50% of the Credit first $500,000 and (2) 75% of each $1.00 above $500,000 of Distributable Cash available after the distributions are made pursuant to clauses (i)-(ix) above, plus any amount to which the Manager is entitled pursuant to the provisions of Section 2.2 of the applicable Management Agreement; (xi) to the Manager, an amount sufficient to reimburse the Manager for any advertising expenses incurred by it on behalf of a Co-Issuer and not previously reimbursed hereunder; (xii) to the Manager, the Issuer Management Fee and, to the extent not previously distributed, the Issuer Management Fee due on each prior Payment Date; and (xiii) to the Issuer or such party as the Issuer may direct, all remaining Distributable Cash. (b) All payments required On each Redemption Date, prior to be made hereunder a Deal Rapid Amortization Event, Wilmington Trust Company shall be made (x) if withdraw from the Issuer Collection Account an amount equal to the Lender Creditors, Redemption Price and pay such amount to the Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if distribution to the Swap Creditors or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the Collateral Agent of in writing, or, in the absence of such a representative, directly to such Swap Creditors or Noteholders. (c) For The foregoing provisions of this Section 14.1 notwithstanding, any monies deposited in the Issuer Collection Account for purposes of applying payments received redeeming Notes pursuant to Article XI shall, subject to Section 12.1, remain in accordance with this Article Vthe Issuer Collection Account until paid for the purpose of such redemption. (d) On each Payment Date, subsequent to a Deal Rapid Amortization Event, Wilmington Trust Company, shall, upon direction of the Collateral Agent shall be entitled withdraw funds from the Issuer Collection Account and pay the following amounts from such funds in the following order of priority in all cases to rely upon the extent of the remaining Distributable Cash in the Issuer Collection Account on such Payment Date: (i) to the Administrative Agent appropriate financial institutions, all fees and expenses charged in connection with its maintenance of the Issuer Collection Account, all Co-Issuer Collection Accounts and any other accounts provided for under the Credit Agreement, and Transaction Documents not to exceed $20,000.00 per annum; (ii) any representative to the Manager, the Management Fee and, to the extent not previously distributed, the Management Fee due on each prior Payment Date; (iii) to the Agent for the Swap Creditors or distribution to the Noteholders, orpayment of all indemnity payments and reasonable costs and expenses incurred in connection with the enforcement of its rights hereunder or under the Notes, in ratably, without preference or priority of any kind; (iv) to the absence of such a representative, upon the Swap Creditors or Agent for distribution to the Noteholders, as applicableinterest accrued on the Notes for the related Interest Period plus any accrued interest thereon remaining unpaid from any previous Interest Period, and interest on such overdue interest to the date such payment is made, at the Note Interest Rate, but only to the extent that payment of such interest on interest shall be legally enforceable; (v) to the Agent for a determination distribution to the Noteholders, the Note Principal Payment for such Payment Date in reduction of the Note Principal Balance of the Notes; (vi) to the Agent for distribution to the Noteholders, all remaining Distributable Cash until the Outstanding Note Balance has been paid in full; (vii) to any Hedge Counterparty, all amounts due pursuant to the related Hedge Agreement; (viii) to each Indemnified Party, pro rata, any Secured Obligations (not otherwise provided for specifically above) owed to it; (ix) to the Issuer, payment of all reasonable costs and expenses incurred by any Co-Issuer relating to legal expenses in connection with the enforcement of its rights directly incurred by such Co-Issuer; (x) to the Issuer, the fee due it pursuant to the Advisory Agreement; (xi) to the Manager, the Incentive Manager Fee in an amount equal to the sum of (1) 50% of the first $500,000 and (2) 75% of each $1.00 above $500,000 of Distributable Cash available after the distributions are made pursuant to clauses (i)-(x) above, plus any amount to which the Administrative AgentManager is entitled pursuant to the provisions of Section 2.2 of the applicable Management Agreement; (xii) to the Manager, each representative an amount sufficient to reimburse the Manager for any Secured Creditors advertising expenses incurred by it on behalf of a Co-Issuer and the Secured Creditors agree not previously reimbursed hereunder; and (or shall agreexiii) to provide upon request of the Collateral Agent)Manager, the Issuer Management Fee and, to the extent not previously distributed, the Issuer Management Fee due on each prior Payment Date; and (xiv) to the Issuer or such party as the Issuer may direct, all remaining Distributable Cash.

Application of Monies. All monies received by the Trustee pursuant to any reasonable right given or action taken under the provisions of this Article shall, after payment of the fees of the Trustee, costs and expenses of the proceedings resulting in the collection of such monies and the expenses, liabilities and advances incurred or made by the Trustee, first, to the extent of any deficiency of required amounts in the Rebate Fund be deposited in the Rebate Fund, and thereafter shall be held in trust and all monies so deposited in the Bond Principal Fund and the Bond Interest Fund and all monies held or deposited in the Bond Principal Fund and the Bond Interest Fund during the continuance of an Event of Default shall be applied as follows: (a) Each Secured Creditor agrees Unless the principal of all the Bonds and Parity Indebtedness shall have become or shall have been declared due and payable, all such monies shall be applied: FIRST--for so long as the Initial Bondholder beneficially owns 100% of the Bonds, to apply monies distributed under Section 5.4 hereof to the payment of the beneficial holder of the Bonds maturing December 1, 2012, in satisfaction of installments of interest and then to the corresponding obligation described therein. In extent available, principal and premium, if any, due to the case beneficial holder of any Secured Obligations the Bonds maturing December 1, 2012; otherwise to the persons entitled thereto of all installments of interest and Parity Indebtedness in the form order of Contingent Reimbursement Obligations with respect the maturity of the installments of such interest and, if the amount available shall not be sufficient to Letters pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND--for so long as the Initial Bondholder beneficially owns 100% of Creditthe Bonds, to the payment of the beneficial holder of the Bonds maturing December 1, 2024, in satisfaction of installments of interest and then principal and premium, if any, due to the beneficial holder of the Bonds maturing December 1, 2024; otherwise (in addition the event that the Initial Bondholder is not the beneficial owner of 100% of the Bonds) to matured reimbursement obligations resulting from actual draws under Letters the payment to the persons entitled thereto of Creditthe unpaid principal of and premium, if any, on any of the Letter Bonds and Parity Indebtedness which shall have become due (other than Bonds called for redemption for the payment of Credit Issuer may, for purposes of this Agreement and the distribution of monies which moneys are held pursuant to Section 5.4 hereofthe provisions of the Indenture), treat in the order of their due dates, with interest on the unpaid principal of and premium, if any, on such Bonds from the respective dates upon which they became due, at the Default Rate and, if the amount available shall not be sufficient to pay in full such Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such Contingent Reimbursement Obligations to be “due and payable” on any distribution date ifdate, pursuant to the Credit Agreementpersons entitled thereto, the Administrative Agent has declared (without any discrimination or there shall automatically have been declared) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit Agreementprivilege. (b) All payments required to be made hereunder If the principal of all the Bonds and Parity Indebtedness shall have become due or shall have been declared due and payable, all such moneys shall be made applied (xi) if to for so long as the Lender CreditorsInitial Bondholder beneficially owns 100% of the Bonds, to the Administrative Agent under payment of interest (at the Credit Agreement for Default Rate) and then principal and premium, if any, then due to the account beneficial holder of the Lender CreditorsBonds maturing December 1, 2024 and then (yii) if to the Swap Creditors or the Noteholdersextent that sums remain thereafter available, to the trusteepayment of interest (at the default Rate) and then principal and premium, paying agent or other similar representative for such Swap Creditors or Noteholders if any, then due to the beneficial holder of which such Swap Creditors or Noteholders advise the Collateral Agent of in writingBonds maturing December 1, or, 2024; otherwise (in the absence event that the Initial Bondholder is not the beneficial owner of 100% of the Bonds) to the payment of the principal and interest then due and unpaid upon all of the Bonds, together with interest on overdue installments of principal at a rate which shall be equal to the Default Rate), 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 such a representativeBond over any other such Bond, directly ratably, according to such Swap Creditors the amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or Noteholdersprivilege. (c) For purposes If the principal of applying payments received all the Bonds and Parity Indebtedness 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 and Parity Indebtedness shall later become due or be declared due and payable, the monies shall be applied in accordance with the provisions of paragraph (a) of this Article VSection. Whenever monies are to be applied pursuant to the provisions of this Section, the Collateral Agent such monies shall be entitled applied at such times, and from time to rely time, as the Trustee shall determine, having due regard to the amount of such monies available for application and the likelihood of additional monies 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 (i) which such application is to be made, and upon such date interest on the Administrative Agent amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit of any such monies and of the fixing of any such date, and shall not be required to make payment to the owner of any Bond and Parity Indebtedness until such Bond and Parity Indebtedness shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all of the Bonds and Parity Indebtedness and interest thereon have been paid under the Credit Agreementprovisions of this Section and all expenses and fees of the Trustee and all other amounts to be paid to the Issuer hereunder or under the Loan Agreement have been paid, and (ii) any representative for the Swap Creditors or the Noteholders, or, balance remaining in the absence of such a representative, upon the Swap Creditors or the Noteholders, Funds shall be paid as applicable, for a determination (which the Administrative Agent, each representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent)provided in Section 3.13 hereof.

Application of Monies. All monies received by the Trustee pursuant to any reasonable right given or action taken under the provisions of this Article shall, after payment of the fees of the Trustee, costs and expenses of the proceedings resulting in the collection of such monies and the expenses, liabilities and advances incurred or made by the Trustee, first, to the extent of any deficiency of required amounts in the Rebate Fund be deposited in the Rebate Fund, and thereafter shall be held in trust and all monies so deposited in the Bond Principal Fund and the Bond Interest Fund and all monies held or deposited in the Bond Principal Fund and the Bond Interest Fund during the continuance of an Event of Default shall be applied as follows: (a) Each Secured Creditor agrees Unless the principal of all the Bonds and Parity Indebtedness shall have become or shall have been declared due and payable, all such monies shall be applied: FIRST--to apply monies distributed under Section 5.4 hereof the payment to satisfaction the persons entitled thereto of all installments of interest then due on the Bonds and Parity Indebtedness in the order of the corresponding obligation described therein. In maturity of the case installments of such interest and, if the amount available shall not be sufficient to pay in full any Secured Obligations particular installment, then to the payment ratably, according to the amounts due on such installment, to the persons entitled thereto, without any discrimination or privilege; and SECOND--to the payment to the persons entitled thereto of the unpaid principal of and premium, if any, on any of the Bonds and Parity Indebtedness which shall have become due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), in the form order of Contingent Reimbursement Obligations their due dates, with respect interest on the unpaid principal of and premium, if any, on such Bonds from the respective dates upon which they became due, at a rate which shall be the highest rate of interest borne by any such Bond and Parity Indebtedness during the 365 days prior to Letters of Creditthe date on which such Bonds and Parity Indebtedness became due or the maximum rate permitted by law if less than such rate aforesaid and, and if the amount available shall not be sufficient to pay in addition full such Bonds due on any particular date, together with such interest, then to matured reimbursement obligations resulting from actual draws under Letters of Creditthe payment ratably, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant according to Section 5.4 hereof, treat the amount of principal due on such Contingent Reimbursement Obligations to be “due and payable” on any distribution date ifdate, pursuant to the Credit Agreementpersons entitled thereto, the Administrative Agent has declared (without any discrimination or there shall automatically have been declared) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit Agreementprivilege. (b) All payments required to be made hereunder If the principal of all the Bonds and Parity Indebtedness shall have become due or shall have been declared due and payable, all such moneys shall be made (x) if applied to the Lender Creditorspayment of the principal and interest then due and unpaid upon all of the Bonds, together with interest on overdue installments of principal at a rate which shall be the highest rate of interest borne by any Outstanding Bond during the 365 days prior to the date on which Bonds become due or the maximum rate permitted by law if less than such rate 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 such Bond over any other such Bond, ratably, according to the amounts due respectively for principal and interest, to the Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors persons entitled thereto without any discrimination or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the Collateral Agent of in writing, or, in the absence of such a representative, directly to such Swap Creditors or Noteholdersprivilege. (c) For purposes If the principal of applying payments received all the Bonds and Parity Indebtedness 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 and Parity Indebtedness shall later become due or be declared due and payable, the monies shall be applied in accordance with the provisions of paragraph (a) of this Article VSection. Whenever monies are to be applied pursuant to the provisions of this Section, the Collateral Agent such monies shall be entitled applied at such times, and from time to rely time, as the Trustee shall determine, having due regard to the amount of such monies available for application and the likelihood of additional monies 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 (i) which such application is to be made, and upon such date interest on the Administrative Agent amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit of any such monies and of the fixing of any such date, and shall not be required to make payment to the owner of any Bond and Parity Indebtedness until such Bond and Parity Indebtedness shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all of the Bonds and Parity Indebtedness and interest thereon have been paid under the Credit Agreementprovisions of this Section and all expenses and fees of the Trustee and all other amounts to be paid to the City hereunder or under the Loan Agreement have been paid, and (ii) any representative for the Swap Creditors or the Noteholders, or, balance remaining in the absence of such a representative, upon the Swap Creditors or the Noteholders, Funds shall be paid as applicable, for a determination (which the Administrative Agent, each representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent)provided in Section 3.13 hereof.

Application of Monies. All monies received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of costs, expenses, liabilities and advances paid, incurred or made or anticipated by the Trustee, its agents and counsel, and any receiver approved by the Trustee, in the collection of such monies and of the expenses, liabilities and advances incurred or made by the Trustee, its agents and counsel, and any receiver approved by the Trustee, be deposited in the Debt Service Fund; and all monies in the Debt Service Fund (other than monies held for the payment of a particular Bond) shall be applied, as follows: (a) Each Secured Creditor agrees to apply monies distributed under Section 5.4 hereof to satisfaction Unless the principal of all of the corresponding obligation described therein. In Bonds shall have become or shall have been declared due and payable, all such monies shall be applied: First - to the case payment to the persons entitled thereto of all interest then due on the Bonds or if the amount available shall not be sufficient for such purpose, then to the payment ratably, to the persons entitled thereto without any discrimination or privilege; and Second - to the payment to the persons entitled thereto of the unpaid principal of any Secured of the Bonds which shall have become due (other than Bonds matured, or called for redemption for the payment of which monies and/or Government Obligations are held pursuant to this Indenture), in the form order of Contingent Reimbursement Obligations their due dates, with respect interest on such Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to Letters of Creditpay in full Bonds due on any particular date, and in addition together with such interest, then to matured reimbursement obligations resulting from actual draws under Letters of Creditthe payment ratably, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant according to Section 5.4 hereof, treat the amount of principal due on such Contingent Reimbursement Obligations to be “due and payable” on any distribution date ifdate, pursuant to the Credit Agreement, the Administrative Agent has declared (persons entitled thereto without any discrimination or there shall automatically have been declared) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit Agreementprivilege. (b) All payments required to be made hereunder If the principal of all the Bonds shall have become due or shall have been declared due and payable, all such monies shall be made (x) if applied to the Lender Creditorspayment of the principal and the interest then due and unpaid upon the Bonds (other than installments of interest, and amounts of principal of Bonds matured or called for redemption, for the payment of which monies and/or Government Obligations are held pursuant to this Indenture) 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 Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors persons entitled thereto without any discrimination or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the Collateral Agent of in writing, or, in the absence of such a representative, directly to such Swap Creditors or Noteholdersprivilege. (c) For purposes If the principal of applying payments received 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 monies shall be applied in accordance with the provisions of paragraph (a) of this Article VSection. Whenever monies are to be applied pursuant to the provisions of this Section, the Collateral Agent such monies shall be entitled applied as soon as practicable as the Trustee shall in good faith determine having due regard to rely the amount of such monies available for application and the likelihood of additional monies becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be the date of acceleration of the Bonds or if there shall not have been an acceleration, such date as shall be determined by the Trustee) upon (i) which such application is to be made and upon such date interest on the Administrative Agent under amounts of principal to be paid on such dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the Credit Agreementdeposit with it of any such monies and of the fixing of any such date, and (ii) shall not be required to make payment to the holder of any representative for Bond until such Bond shall be presented to the Swap Creditors or the Noteholders, or, in the absence of such a representative, upon the Swap Creditors or the Noteholders, as applicable, for a determination (which the Administrative Agent, each representative for any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request of the Collateral Agent)Trustee.

Application of Monies. (a) Each Secured Creditor agrees to apply monies distributed 14.1 All money received by Collateral Agent or any Receiver under Section 5.4 hereof to satisfaction of the corresponding obligation described therein. In the case of any Secured Obligations this Debenture will be applied in the form following order: 14.1.1 first, in or towards payment of Contingent Reimbursement Obligations with respect to Letters of Credit, and in addition to matured reimbursement obligations resulting from actual draws under Letters of Credit, the Letter of Credit Issuer may, for purposes of this Agreement and the distribution of monies pursuant to Section 5.4 hereof, treat the amount of such Contingent Reimbursement Obligations to be “due and payable” on any distribution date if, pursuant liabilities having priority to the Credit AgreementSecured Liabilities; 14.1.2 secondly, in or towards payment of all costs, charges and expenses incurred in or incidental to the Administrative Agent has declared exercise or performance (or there shall automatically have been declaredattempted exercise or performance) all amounts owing to the Lenders under the Credit Agreement to be immediately due and payable. If the Letter of Credit Issuer receives any distribution on account of any such Contingent Reimbursement Obligation, it shall apply the same to, or hold the same as collateral for, the related Letter of Credit in accordance with the terms of the Credit Agreement. (b) All payments required to be made hereunder shall be made (x) if to the Lender Creditors, to the Administrative Agent under the Credit Agreement for the account of the Lender Creditors, and (y) if to the Swap Creditors or the Noteholders, to the trustee, paying agent or other similar representative for such Swap Creditors or Noteholders of which such Swap Creditors or Noteholders advise the by Collateral Agent of any of the powers or authorities conferred by or in writing, orany other way connected with this Debenture; 14.1.3 thirdly, in or towards payment to the absence Receiver of such a representative, directly to such Swap Creditors or Noteholders. (c) For purposes of applying payments received his remuneration fixed in accordance with this Article VDebenture; 14.1.4 fourthly, in or towards payment to Collateral Agent on behalf of himself and the Lenders of the Secured Liabilities on a pro rata basis; 14.1.5 fifthly, in payment to the Chargor of any surplus. 14.2 Any surplus shall not carry interest. The Receiver or Collateral Agent shall pay any surplus into any of the Chargor’s bank accounts. Collateral Agent shall then have no further liability for such surplus. 14.3 The application of money pursuant to clause 14.1 shall fully discharge the Chargor’s liability to the Lenders in respect of the Secured Liabilities to the extent of the money so applied and the Collateral Agent shall be entitled solely responsible to rely upon (i) ensure that all money that is received by the Administrative Collateral Agent under or any Receiver that is applied pursuant to clause 14.1 is duly paid to the Credit Agreement, and (ii) any representative for Lenders. The Chargor shall have no further responsibility to the Swap Creditors or the Noteholders, or, Lenders in the absence event that such money is not properly applied by the Collateral Agent or any Receiver. 14.4 Subject to the rights of such a representativethe holder of any prior ranking Permitted Security Interest or any landlord, upon any money received by the Swap Creditors Chargor under any insurance of the Charged Assets will be treated as part of the Charged Assets, It will be applied at the discretion of Collateral Agent either in reducing the Secured Liabilities or towards making good the Noteholders, as applicable, loss or damage for a determination (which the Administrative Agent, each representative for money became payable. Any money received by the Chargor under any Secured Creditors and the Secured Creditors agree (or shall agree) to provide upon request insurance of the Charged Assets shall be held on trust for Collateral Agent)Agent pending such application.