Common use of Application of Moneys Clause in Contracts

Application of Moneys. ALL moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, 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 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trusts.

Application of Moneys. ALL All moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts Notes or Coupons which have become void under Condition 99 of the Senior Notes or Condition 16 of the Tier 2 Notes, as the case may be) 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 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, shall be held by the Trustee upon trust to apply them (subject to Clause 12): 7.1 (in the case of Tier 2 Notes only) and 12 as follows): (a) FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J16(j) to the Trustee and/or any Appointee; ; (b) SECONDLY (in the case of moneys attributable in the opinion of the Trustee to a particular Series of Tier 2 Notes or which are apportioned to any such Series as aforesaid (including any moneys in respect of such Tier 2 Notes and/or Coupons (if any) relating 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 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 moneys if it has not been received by the Trustee prior thereto), in return to the Issuer of the whole or such part of such payment (after any necessary deductions pursuant to the preceding paragraph of this Clause) as caused the Issuer not to then satisfy the Solvency Condition and/or the Solvency Capital Requirement and/or the Minimum Capital Requirement (as applicable) 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); (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 that Series; THIRDLY ; (d) FOURTHLY, in or towards payment 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 moneys if it has not been received by the Trustee prior thereto) there shall be returned to the Issuer the whole or such part of any such moneys 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 Notes 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 each other Series issued Clause 7, as the case may be, (and any money so returned shall be treated for the purposes of the Issuer's obligations under these presents as if it had not been paid by the relevant IssuerIssuer and its original payment shall be deemed not to have discharged any of the obligations of the Issuer under these presents); and FOURTHLY and (e) FIFTHLY in payment of the 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts Notes or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 99 of the Senior Notes and Condition 16 of the Tier 2 Notes, the Trustee will hold such moneys on the above trusts.

Application of Moneys. ALL (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 these presents from any the provisions of the relevant Obligors (including any moneys which represent principal or interest in respect of Notesthis Article XI, 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 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 Appointee; 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; 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 after payment of the balance (if any) to costs and expenses of the relevant Issuer (without prejudice toproceedings resulting in the collection of such moneys and of the fees, expenses, liabilities and advances incurred 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant (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 these presents 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 only not be made subject sufficient to pay in full any applicable laws particular installment of interest, then to the payment ratably, according to the amounts due on such installment), and regulations. Without prejudice if the amount available for such interest shall not be sufficient to this Clause 10make 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 Trustee holds any 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 which represent principal or interest in respect are to be applied pursuant to the provisions of Notesthis Section 11.10, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9such moneys shall be applied at such times, and from time to time, as the Trustee will hold 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 above trustsamounts 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. ALL moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest A) Except as provided in respect of Notessubsection (C) below, 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 pursuant to any right given or action taken under these presents from any the provisions of this Article VI shall, after payment of the relevant Obligors to cost and expenses of the extent attributable proceedings resulting in the opinion collection of such moneys and of the Trustee to a particular Series of the Notes issued fees, expenses, liabilities and advances incurred or made by the relevant Issuer or which are apportioned to such Series as aforesaidTrustee, be deposited into the Bond Fund; and all moneys in the Bond Fund shall be applied, together with the other moneys held by the Trustee upon trust to apply them hereunder, as follows: (subject to Clause 12): FIRST in payment or satisfaction 1) Unless 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 entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest 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, 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 shall not be sufficient to pay in full the principal of and premium, if any, and interest on the Bonds due on any particular date, then to the payment ratably, according to amounts due respectively for principal, interest and premium, if any, to the Persons entitled thereto, without any discrimination or privilege; THIRD - to the payment to the Persons entitled thereto of the principal of, premium, if any, on, or interest on the Bonds which may thereafter become due and payable, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with interest and premium, if any, then due and unpaid under Clauses 15 and/or 16(J) owing thereon, payment shall be made ratably according to the Trustee and/or amount of interest, principal and premium, if any, due on such date to the Persons entitled thereto, without any Appointeediscrimination or privilege; SECONDLY in or towards payment pari passu and rateably FOURTH - to the Bank. (2) If the principal of all principal 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, 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 amounts due respectively for principal, premium, if any, and interest, to the Persons entitled thereto without any discrimination or privilege. (3) 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 respect 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 Section 609(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 in the future. Whenever the Trustee shall apply such moneys 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, and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. 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 Notes deposit with it of that Series; THIRDLY in or towards payment pari passu any such moneys and rateably of all principal and interest then due and unpaid in respect of the Notes fixing of each other Series issued by the relevant Issuer; any such date, and FOURTHLY in payment of the balance (if any) shall not be required to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such make payment to the relevant Issuer holder of any Bond until such Bond shall be dealt with as between presented to the relevant Issuer Trustee and any other person), PROVIDED ALWAYS that any payment required to be made a new Bond is issued or the Bond is cancelled if fully paid. (C) Any moneys received by the Trustee from the Bank pursuant to these presents the exercise of any rights granted hereunder or under the Letter of Credit shall only first be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest applied in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsaccordance with Section 408 hereof.

Application of Moneys. ALL If available moneys received in the Bond Fund are not sufficient on any day to pay all principal of, premium, if any, and interest on the Outstanding Bonds then due or overdue, such moneys shall, after payment of all amounts owing to the Trustee and the Authority under this Agreement, be applied first to the payment of interest, including interest on overdue principal, in the order in which the same became due (pro rata with respect to interest which became due at the same time) and second to the pro rata payment of principal and premium, if any, without regard to the order in which the same became due, in each case pro rata among Bondowners. For this purpose interest on overdue principal shall be treated as coming due on the first day of each month. Whenever moneys are applied pursuant to this section, such moneys shall be applied by the Trustee under these presents at such times, and from any time to time, as the Trustee in its discretion shall determine, having due regard to the amount of such moneys available and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall exercise such discretion it shall fix the date (which shall be the first day of a month unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the relevant Obligors (including fixing of any moneys which represent principal such date. When interest or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, in the opinion a portion 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 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required is to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9paid on an overdue Bond, the Trustee will hold such moneys on may require presentation of the above trustsBond for endorsement of the payment. Section 305. Payments by the Company.

Application of Moneys. ALL If available moneys received 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 (other than any sum in the Debt Service Fund irrevocably set aside for the redemption of particular Bonds or required to purchase Bonds under outstanding purchase contracts) shall, after payment of all charges and disbursements of the Trustee and Paying Agent in accordance with this Agreement, be applied first to the payment of interest, including interest on overdue principal, in the order in which the same became due (pro rata with respect to interest which became due at the same time) and second to the payment of principal 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 the first day of each month. Whenever moneys are to be applied pursuant to this section, such moneys shall be applied by the Trustee under these presents or the Paying Agent from any time to time, 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 moneys pursuant to this section, it shall fix the date (which shall be the first of a month unless the Trustee or the Paying Agent shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee or the Paying Agent shall give such notice as it may deem appropriate of the relevant Obligors (including fixing of any moneys which represent principal such date. When interest or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, in the opinion a portion of the Trusteeprincipal is to be paid on an overdue Bond, to a particular Series the Paying Agent may require presentation of the Notes issued by the relevant Issuer, be apportioned pari passu and rateably between each Series Bond for endorsement of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustspayment.

Application of Moneys. ALL All moneys received by the Trustee under these presents from any of the relevant Obligors Issuer (including any moneys which represent principal or interest in respect of Notes, Receipts Notes or Coupons which have become void or in respect of which claims have become prescribed under Condition 98 (Prescription)) shall, unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by the relevant IssuerNotes, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant IssuerNotes, and all moneys received by the Trustee under these presents from any of the relevant Obligors Issuer 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 Clauses 2.8 and 11): (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; SECONDLY ; (b) 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; THIRDLY in or towards payment pari passu and rateably Series provided that where the Notes of all principal and interest then more than one Series have become so due and unpaid payable, such monies shall be applied as between the amounts outstanding in respect of the Notes of each other different Series issued by the relevant Issuer; pari passu and FOURTHLY rateably; (c) thirdly in payment of the 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 109, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons Notes issued by the relevant Issuer which have become void or in respect of which claims have been become prescribed under Condition 98 (Prescription), the Trustee will hold such moneys on the above trusts.

Application of Moneys. ALL If available moneys received by in the Trustee under these presents Debt Service Fund after any required transfers from the Redemption Fund are not sufficient on any of the relevant Obligors day to pay all principal (including sinking fund installments, if any), redemption price and interest on the Outstanding Bonds then due or overdue, such moneys (other than any moneys which represent principal sum in the Redemption Fund irrevocably set aside for the redemption of particular Bonds or interest in respect of Notes, Receipts or Coupons which have become void required to purchase Bonds under Condition 9outstanding purchase contracts) shall, unless after payment of all charges, disbursements and indemnities of the Trustee in accordance with this Agreement, be applied (in the order such funds are named in this section) first to the extent attributablepayment of interest, including interest on overdue principal, in the opinion of order in which the Trustee, same became due (pro rata with respect to a particular Series of interest which became due at the Notes issued by the relevant Issuer, be apportioned pari passu same time) 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 of the relevant Obligors second 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 Appointee; 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; 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 balance principal (including sinking fund installments, if any) and redemption premiums, if any, without regard to the relevant Issuer order in which the same became due (without prejudice to, or liability in respect of, any question as to how such payment proportion to the relevant Issuer amounts due). For this purpose interest on overdue principal shall be dealt with treated as between coming due on the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required first day of each month. Whenever moneys are to be made by applied pursuant to this section, such moneys shall be applied at such times, and from time to time, as the Trustee pursuant in its discretion shall determine, having due regard to these presents shall only be made subject to any applicable laws the amount of such moneys available for application and regulationsthe likelihood of additional moneys becoming available for such application in the future. Without prejudice to this Clause 10, if Whenever the Trustee holds shall exercise such discretion it shall fix the date (which shall be the first of a month unless the Trustee shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the fixing of any moneys which represent such date. When interest or a portion of the principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9is to be paid on an overdue Bond, the Trustee will hold such moneys on may require presentation of the above trustsBond for endorsement of the payment. 312.

Application of Moneys. ALL moneys received by the Trustee under these presents from any shall, unless and to the extent attributable in the opinion of the relevant Obligors 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 moneys which represent principal or interest in respect of Notes, 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 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, 8) shall be held by the Trustee upon trust to apply them (subject to Clause 1211 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 15 14 and/or 16(J15(J) to the Trustee and/or any Appointee; 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; 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 IssuerSeries; and FOURTHLY in payment of the balance (if any) to the relevant Issuer or, as the case may be, the Guarantor (without prejudice to, or liability in respect of, any question as to how such payment to the relevant Issuer or, as the case may be, the Guarantor shall be dealt with as between the relevant Issuer or, as the case may be, the Guarantor and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to the provisions of this Clause 10Clause, if the Trustee holds shall hold any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 98, the Trustee will hold such moneys on shall (subject to payment, or provision for the above trustspayment or satisfaction, of all amounts then due and unpaid under Clauses 14 and/or 15(J) to the Trustee and/or any Appointee) pay the same to the Issuer or, as the case may be, the Guarantor.

Application of Moneys. ALL moneys received (a) Unless the principal of all Bonds shall have become due or shall have been declared due and payable, all amounts on deposit in the Operating Revenue Fund, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys, the expenses, liabilities and advances incurred or made by the Trustee under these presents from any and its fees and the expenses in carrying out this Agreement, shall be applied beginning on the first Business Day of each month in the following order of priority: the Outstanding Senior Indebtedness to and including the first day of the relevant Obligors next calendar month; (including ii) the amount of any moneys which represent principal payments or interest reimbursements due in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and the next ensuing month to each Enhancement Facility Provider to the extent attributable, such payment or reimbursement obligation constitutes Senior Indebtedness hereunder; and (iii) the amount of any payments due in the opinion of the Trustee, to next ensuing month under any Hedge Agreement or Qualified Swap secured on 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 Issuerparity 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 received by shall be applied to the Trustee under these presents from any payment 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid on the Senior 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 Indebtedness over any other Senior 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 respect the respective rates of 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, all such moneys shall be applied to the payment of the Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all 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 respect the respective rates of interest specified in the Notes Senior Subordinate Indebtedness. (d) If the principal of each other Series issued by all the relevant Issuer; Bonds shall have become due or shall have been declared due and FOURTHLY in payable and there is no Senior Indebtedness or Senior Subordinate Indebtedness Outstanding hereunder, all such moneys shall be applied to the payment of the balance (if any) principal and interest then due and unpaid on the Subordinate Indebtedness, including, to the relevant Issuer (extent permitted by law, interest on overdue installments of interest, without prejudice topreference or priority of principal over interest or of interest over principal, or liability in respect ofof any installment of interest over any other installment of interest, or of any question 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 how any difference in the respective rates of interest specified in the Subordinate Indebtedness. (e) 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 payment moneys shall be applied to the relevant Issuer 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 dealt with as between applied to the relevant Issuer 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 person)installment of interest, PROVIDED ALWAYS that or of any payment required 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, 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 moneys, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) on which such application is to be made and on such date interest on the amounts of principal to be paid 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. 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 the Trustee pursuant to these presents shall only be made subject to terms of any applicable laws Supplemental Agreement have been paid and regulations. Without prejudice to this Clause 10, if all expenses and charges of the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9paid, any balance remaining in the Trustee will hold such moneys on several funds created by this Agreement shall be paid to the above trustsAuthority as provided in Section 5.15.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Bondholder pursuant to any right given or action taken under the provisions of this Article IX, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys and of the reasonable expenses, liabilities and advances incurred or made by the Trustee including its counsel fees and expenses (provided that moneys received under these presents from the Letter of Credit, 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 Bond Fund and all moneys so deposited in the 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, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on such Bonds at their rate from the respective dates upon which they became due and, if the amount available 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 opinion persons entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or towards payment pari passu and rateably 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 9.10, 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 then due and unpaid in respect to be paid on such date shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of each other Series issued by the relevant Issuer; any such moneys and FOURTHLY in payment of the balance (if any) fixing of any such date by Mail to all Owners of Outstanding Bonds and shall not be required to make payment to any Bondholder until such Bond shall be presented to the relevant Issuer (without prejudice toTrustee for appropriate endorsement or for cancellation if fully paid; provided, or liability however, that in respect ofthe event of acceleration pursuant to Section 9.02 hereof, any question as to how such payment to the relevant Issuer date so fixed shall be dealt with as between no later than three (3) days from the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect date of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsnotice.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner pursuant to any right given or action taken under the provisions of this Article VIII, after payment of the fees, costs and expenses, liabilities and advances incurred or made by the Trustee under these presents from or its agents or Counsel (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 such Bonds), shall be deposited in the Bond Fund and all moneys so deposited in the 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 each Bond, with interest on overdue installments of interest, if lawful at the rate per annum then borne by such Bond, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on each Bond at its rate from the respective dates upon which it became due and, if the amount available 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 opinion persons entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or towards payment pari passu and rateably 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 VIII 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 the Trustee shall apply such funds, it shall fix the Bond Payment Date upon which such application is to commence and upon such Bond Payment Date interest on the amounts of principal and interest then due and unpaid in respect to be paid on such Bond Payment Date shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of each other Series issued by the relevant Issuer; any such moneys and FOURTHLY in payment of the balance (if any) fixing of any such Bond Payment Date by Mail to all Owners of Outstanding Bonds and shall not be required to make payment to any Owner until such Bond shall be presented to the relevant Issuer (without prejudice to, Registrar for appropriate endorsement 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL 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 Holders and/or an Exchange Counterparty by the Indenture Trustee shall be applied first to the payment of the costs and expenses of the proceedings resulting in the collection of such moneys, the expenses, liabilities and advances incurred or made by the Indenture Trustee in connection 80 81 with such proceedings and to the payment of the other reasonable and proper fees and expenses of the Indenture Trustee under these presents from any this Indenture and of such other expenses as are necessary in the judgment of the relevant Obligors 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 of the Notes shall not have become or has not been declared due and payable, FIRST, to the payment to the Persons entitled thereto of all installments of interest then due on the Senior Notes (including any moneys which represent interest on overdue principal or interest in respect of at the rate borne by the respective Senior Notes), Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributableeach Senior Exchange Counterparty of all Senior Issuer Exchange Payments then due, in the opinion order that such installments of interest and/or Senior Issuer Exchange Payments shall have become due, and, if the amounts available shall not be sufficient to pay in full all installments of interest and/or Senior Issuer Exchange Payments coming due on the same date, then to the payment thereof ratably, according to the amount due thereon, to such Persons entitled thereto, without any discrimination or preference; and SECOND, to the payment to the Persons entitled thereto, of the Trusteeunpaid 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 a particular Series 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 Subordinate Notes (including any interest on overdue principal at the interest rates borne by the respective Subordinate Notes), and to each Subordinate Exchange Counterparty of all Subordinate Issuer Exchange Payments then due, in the order that such installments of interest and/or Subordinate Issuer Exchange Payments shall have become due, and, if the amounts available shall not be sufficient to pay in full all installments of interest and/or Subordinate Issuer Exchange Payments coming due on the same date, then to the payment thereof ratably, according to the amount due thereon, to such Persons entitled thereto, without any discrimination or preference; and FOURTH, to the payment 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 amounts due for principal, to such Persons entitled thereto without any discrimination or preference. 2. If the principal of all of the Notes issued by shall have become or have been declared due and payable, FIRST, to the relevant Issuer, be apportioned pari passu and rateably between each Series payment of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 the amounts due respectively for principal and interest, and all Senior Issuer Exchange Payments to the Persons entitled thereto without any discrimination or preference; and SECOND, to the payment of the Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all 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 amounts 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 foregoing paragraphs, such moneys shall be applied at such times, and from time to time, as the Indenture Trustee in respect 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 exercise such discretion, it shall fix the date upon which application is to be 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 accrue on the Notes. The Indenture Trustee shall give such notice as it may deem appropriate of the Notes fixing of each other Series issued by the relevant Issuer; any such date and FOURTHLY in payment of the balance (if any) shall not be required to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such make payment to the relevant Issuer Holder of any unpaid Note unless such 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 dealt with as between a perpetual bar both at law and in equity against the relevant Issuer and all Persons claiming such properties. No purchaser at any other person)sale shall be bound to see to the application of the purchase money or to inquire as to the authorization, PROVIDED ALWAYS that necessity, expediency or regularity of any payment required to be made 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 pursuant or to these presents 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 the purpose which may be designated in such request. The Indenture Trustee shall only be made subject 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 applicable laws 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 regulationseffect at the time, prohibit the same. Without prejudice to this Clause 10If and whenever all overdue installments of interest on all Notes, if and all overdue Issuer Exchange Payments, together with the Trustee holds any moneys which represent principal or interest in respect reasonable and proper charges, expenses and liabilities of the Indenture Trustee, each Exchange Counterparty, the Holders of Notes, Receipts or Coupons issued their respective agents and attorneys, and all other sums payable by the relevant Issuer under this Indenture, including the principal of and accrued and unpaid interest on all Notes and amounts due under each Exchange Agreement which have become void shall then be payable by declaration or otherwise, shall either be paid in respect full by or for the account of which claims have been prescribed the Issuer or provision satisfactory to the Indenture Trustee shall be made for such payment, and all Events of Default under Condition 9this 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 will hold 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 moneys on resumption of the above trustsapplication 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. ALL If available moneys received by in the Trustee Debt Service Fund after any required transfers from the Redemption Fund are not sufficient on any day to pay all principal of, premium, if any, and interest on the Outstanding Bonds then due or overdue, such moneys (other than any sum in the Redemption Fund irrevocably set aside for the redemption of particular Bonds or required to purchase Bonds under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9outstanding purchase contracts) shall, unless after payment of all charges and disbursements of the Trustee and Paying Agent in accordance with this Agreement, be applied (in the order such Funds are named in this section) first to the extent attributablepayment of interest (other than interest on Bonds owned by the Company), including interest on overdue principal, in the opinion order in which the same became due (pro rata with respect to interest which became due at the same time) and second to the payment of principal and premium, if any (other than principal of or premiums, if any, on Bonds owned by the Company), 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 the first day of each month. Whenever moneys are to be applied pursuant to this section, such moneys shall so be applied from time to time as the Trustee or the Paying Agent 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 moneys pursuant to this section, it shall fix the date (which shall be the first of a month unless the Trustee or the Paying Agent shall deem another date more suitable) upon which such application is to be made, and upon such date interest on the amounts of principal paid on such date shall cease to accrue. The Trustee or the Paying Agent shall give such notice as it may deem appropriate of the Trustee, to fixing of any such date. When interest or a particular Series portion of the Notes issued by principal is to be paid on an overdue Bond, the relevant Issuer, be apportioned pari passu and rateably between each Series Paying Agent may require presentation of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any Bond for endorsement 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustspayment.

Application of Moneys. ALL 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 pursuant to any right given or action taken under these presents from any the provisions of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) this Article shall, unless after deducting the costs and to expenses of collecting or securing the extent attributablesame, and after deducting the expenses of operating the Trust Estate and of conducting the business thereof, and of all repairs, maintenance, renewals, replacements, alterations, additions, betterments and improvements, and all payments or reserves that may be made or set up, in the opinion Trustee's discretion, for taxes, assessments, insurance and prior or other proper charges upon or in connection with the operation of the TrusteeTrust Estate or any part thereof, as well as just and reasonable compensation for its own services and for the services of counsel, agents and employees by it properly engaged and employed, and after making reimbursement to a particular Series itself for advances made pursuant to the provisions of this Indenture with interest on all such advances at the Notes issued prime (or equivalent) rate most recently quoted by the relevant IssuerTrustee plus two percent (2%) per annum or, be apportioned pari passu and rateably between each Series of if less, the Notes issued maximum rate allowed by any applicable usury law, the relevant Issuer, and all Trustee shall apply moneys received by the Trustee under these presents from any 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee it pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trusts.Section as follows:

Application of Moneys. ALL moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest A) Except as provided in respect of Notessubsection (C) below, 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 pursuant to any right given or action taken under these presents from any the provisions of this Article VI shall, after payment of the relevant Obligors to cost and expenses of the extent attributable proceedings resulting in the opinion collection of such moneys and of the Trustee to a particular Series of the Notes issued fees, expenses, liabilities and advances (including reasonable attorneys' fees) incurred or made by the relevant Issuer or which are apportioned to such Series as aforesaidTrustee, be deposited into the Bond Fund; and all moneys in the Bond Fund shall be applied, together with the other moneys held by the Trustee hereunder (other than amounts in the Rebate Fund), as follows: (1) Unless 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 entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest 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, 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 trust which they became due and, if the amount available shall not be sufficient to apply them (subject pay in full the principal of and premium, if any, and interest on the Bonds due on any particular date, then to Clause 12): FIRST the payment ratably, according to amounts due respectively for principal, interest and premium, if any, to the Persons entitled thereto, without any discrimination or privilege; THIRD - to the payment to the Persons entitled thereto of the principal of, premium, if any, on, or interest on the Bonds which may thereafter become due and payable, and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with interest and premium, if any, then due and owing thereon, payment shall be made ratably according to the amount of interest, principal and premium, if any, due on such date to the Persons entitled thereto, without any discrimination or satisfaction privilege; and FOURTH - to the payment to the Credit Facility Issuer of all amounts then due to the Credit Facility Issuer pursuant to the Reimbursement Agreement. (2) If the principal of all the Bonds shall have become due or shall have been declared due and unpaid under Clauses 15 and/or 16(J) payable, all such moneys shall be applied to the Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all principal the principal, premium, if any, and interest then due and unpaid in respect upon the Bonds, without preference or priority of the Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all principal and premium over interest then 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 amounts due and unpaid in respect of the Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (respectively for principal, premium, if any) , and interest, to the relevant Issuer (Persons entitled thereto without prejudice to, any discrimination 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsprivilege.

Application of Moneys. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Fund and all moneys in the Bond Fund 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 entitled thereto of (i) all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and (ii) the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the extent attributableprovisions of this Indenture), with interest on such Bonds (at the rate borne by the Bonds) from the respective dates upon which they became due and, if the amount available shall not be sufficient to pay in full the opinion principal of Bonds due on any particular date, together with such interest, then to the payment thereof ratably, according to the amount of principal due on such date, 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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all 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. (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 respect 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, 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 dates shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of that Series; THIRDLY in or towards payment pari passu any such moneys and rateably of all principal and interest then due and unpaid in respect of the Notes fixing of each other Series issued by any such date (all consistent with the relevant Issuer; requirements hereof for the establishment and FOURTHLY in notification of a Special Record Date for the payment of the balance (if any) overdue interest), and shall not be required to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such make payment to the relevant Issuer Holder of any 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 dealt with as between paid to or upon the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required to be made by order of the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10Company or the Bank, if any reimbursement obligation is owing to it under the Trustee holds any Reimbursement Agreement; provided that no moneys which represent principal or interest remaining in respect the Credit Facility Account of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, Bond Fund shall be paid to the Trustee will hold such moneys on the above trustsCompany.

Application of Moneys. ALL 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:- (1) 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 the Trustee under these presents from virtue of any one or more of the relevant Obligors (including any moneys which represent principal or interest Insurance Assignments) in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and reimbursement to the extent attributable, in Guarantor and/or the opinion Bareboat Charterer for such 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 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 Appointee; 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; 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 balance costs (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 any other person), PROVIDED ALWAYS that any payment required to be made incurred by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if Guarantor and/or the Trustee holds any moneys which represent principal or interest Bareboat Charterer in respect effecting the repair of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or damage in respect of which claims have been prescribed 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 Condition 9clause 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 Trustee will hold Security Documents and any other documents executed pursuant hereto or thereto shall be applied by the Lender as follows:- (A) first in accordance with clause 10.1(A)(i) hereof, subject to any right the Lender may have to delay any such moneys on application in order to maximise its claim; and (1) second in payment of any credit balance to the above trustsBorrower or to whomsoever may be entitled thereto.

Application of Moneys. ALL 16.1 All moneys received by the Trustee under these presents from any of the relevant Obligors Receiver pursuant to this Debenture shall (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and subject to the extent attributablerights and claims of any person having prior rights thereto) be applied in the following order: (A) firstly, in the opinion payment and discharge of the Trusteecosts, charges and expenses of and incidental to a particular Series the Receiver's appointment, of any liabilities incurred or payable by him whether on his own account or on behalf of the Notes issued by Company in the relevant Issuer, be apportioned pari passu and rateably between each Series exercise of any of his powers including the costs of realisation of that part of the Notes issued by the relevant Issuer, and all moneys received by the Trustee under these presents from any 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or 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 have been prescribed under Condition 9of any person having prior rights thereto), in the Trustee will hold absence of any contrary application in accordance with any of the other provisions of this Debenture, be applied by the Bank (and 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 think fit: (A) in or towards the discharge of all or any of the Secured Liabilities which at the time of such application are due and payable; or (B) in accordance with clause 16.3. 16.3 Any moneys referred to in clause 16.2 which are to be applied 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 on (as the above trustsBank shall be entitled, but not obliged, to do in its discretion) in accordance with the provisions of clause 16.2.

Application of Moneys. ALL moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and Notwithstanding anything to the extent attributablecontrary within this Indenture, in the opinion of Disbursement Documents, the TrusteeLast Out Subordination Agreement or the Trust Transaction Documents, 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 pursuant to any right given or action taken under these presents from the provisions of this Indenture or under any of the relevant Obligors other Transaction Documents including any proceeding at law or in equity to enforce the extent attributable in the opinion provisions of the Trustee to a particular Series and foreclose, realize, levy or execute upon all items of the Notes issued by the relevant Issuer or which are apportioned to such Series as aforesaidcollateral hereunder, be together with all funds held by the Trustee upon trust to apply them (subject to Clause 12): FIRST hereunder, shall be deposited in the Debt Service Fund and, after payment or satisfaction of all of the fees, costs and expenses (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee (or the Servicer, if applicable) including reasonable attorneys’ fees, and all other outstanding fees and expenses of and 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), such moneys thereafter shall be applied in the order set forth below: (a) Unless 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 ratable payment of all installments of cash interest then due on the Series 2023-A Notes (including the 2023-A Exit Premium, if such 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, and, if the amount available shall not be sufficient to pay in full all such amounts, then to the ratable payment of 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; (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 Insurance Payments, 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 under Clauses 15 and/or 16(Jupon 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 Notes; and (c) Subject to the Trustee and/or any Appointee; SECONDLY in or towards 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 pari passu of the principal, interest and rateably of all principal and interest then exit premium due and unpaid in respect upon the Last Out Notes.” Section 6.08 [Reserved] Section 6.09 [Reserved] Section 6.10 [Reserved] Section 6.11 Article VI of the Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of Indenture is hereby amended to add as Section 6.11 the Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trusts.following:

Application of Moneys. ALL moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, 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 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Back to Contents Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trusts.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner of a Bond pursuant to any right given or action taken under the provisions of this Article VIII, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee and any other amounts owing to the Trustee under these presents from Section 9.04 hereof, shall be deposited in the Bond Fund and all moneys so deposited in the 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, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the Persons entitled thereto of the unpaid principal of and premium, if any, on any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture), in the opinion order of their due dates, with interest on such Bonds at their respective rates from the respective dates upon which they became due and, if the amount available 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 entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes 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 Series; THIRDLY in or towards payment pari passu and rateably the principal of all principal and interest then the Bonds shall later become due and unpaid payable, the moneys shall be applied in respect accordance with the provisions of the Notes clause (a) of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (if any) this Section 8.10. Whenever moneys are to be applied pursuant to the relevant Issuer (without prejudice toprovisions of this Section 8.10, or liability in respect ofsuch moneys shall be applied at such times, any question and from time to time, as to how such payment the Trustee shall determine, having due regard to the relevant Issuer 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 moneys, it shall fix the date (which shall be dealt with as between the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required 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 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 Owners of Outstanding Bonds, and, subject to Section 2.11 hereof, shall not be required to make payment to any Owner of a Bond until such Bond shall be presented to the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, for appropriate endorsement or for cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner pursuant to any right given or action taken under the provisions of this Article IX, after payment of the costs and expenses, liabilities and advances incurred or made by the Trustee under these presents from or its agents or counsel (provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 6.05 and Article VIII hereof shall not be used for purposes other than payment of such Bonds), shall be deposited in the Bond Fund and all moneys so deposited in the 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 each Bond, with interest on overdue installments of interest, if lawful at the rate per annum borne by such Bond, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on each Bond at its rate from the respective dates upon which it became due and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest -57- Port of Xxxxxx 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 opinion persons entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or towards payment pari passu and rateably 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 9.10, 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 Bond Payment Date upon which such application is to commence and upon such Bond Payment Date interest on the amounts of principal and interest then due and unpaid in respect to be paid on such Bond Payment Date shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of each other Series issued by the relevant Issuer; any such moneys and FOURTHLY in payment of the balance (if any) fixing of any such Bond Payment Date by Mail to all Owners of Outstanding Bonds and shall not be required to make payment to any Owner until such Bond shall be presented 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, for appropriate endorsement for cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL (a) 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 under these presents from or any Holder of the relevant Obligors (including any moneys which represent principal or interest in respect of Notesa Debenture, 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 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, shall be held by the Debenture Trustee upon trust to apply them and applied by it, together with any moneys then or thereafter in the hands of the Debenture Trustee available for the purpose, as follows: (subject to Clause 12): FIRST i) first, in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J) reimbursement to the Debenture Trustee and/or 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 Appointee; SECONDLY 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 pari passu of the principal of, and rateably premium, if any, and accrued and unpaid interest and interest on overdue interest on all of all the Debentures then outstanding (or if the Debentureholders, by instrument signed by the Holders of more than 66⅔% of the principal amount of the Debentures then outstanding or by Extraordinary Resolution passed at a meeting of Debentureholders, shall have directed payments to be made in accordance with any other order of priority, or without priority as between principal and interest then due and unpaid 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 Company or as it may direct; provided, however, that no payments shall be made in respect of the Notes of 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent 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 respect good faith to a Person other than the Company or any of Notesits Affiliates or Subsidiaries, Receipts 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 Debentures which are not so held. (b) For the purpose of disregarding any Debentures owned legally or Coupons issued beneficially by the relevant Issuer which have become void Company or in respect any of which claims have been prescribed under Condition 9its Affiliates or Subsidiaries as required by section 9.7, the Company shall provide to the Debenture Trustee, from time to time 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 will hold shall be entitled to act and rely on such moneys on Certificate of the above trustsCompany for all purposes.

Application of Moneys. ALL 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: - (A) 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 the Trustee under these presents from any virtue of the relevant Obligors Insurance Assignment) in reimbursement to the Borrower for such of the costs (including any moneys which represent principal or interest if any) incurred by the Borrower in effecting the repair of the damage in respect of Notes, Receipts or Coupons which have become void under Condition 9those moneys are received as the Lender shall approve (such approval not to be unreasonably withheld); (iii) shall, unless third in payment of Repayment Instalments in reverse order of maturity and in payment of any sums due to the extent attributable, Lender by virtue of that payment under clause 8.6 hereof; and (iv) fourth in payment of any credit balance to the opinion Borrower or to whomsoever may be entitled thereto. 10.2 From and after the giving of the Trustee, to a particular Series of the Notes issued notice by the relevant Issuer, be apportioned pari passu and rateably between each Series of Lender to the Notes issued Borrower pursuant to clause 11.1 hereof all moneys whatsoever received or recovered by the relevant IssuerLender 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 and all moneys received sums whatsoever due and payable to the Lender hereunder (other than the sums (if any) declared by the Trustee under these presents from any of the relevant Obligors Lender 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 immediately due and unpaid under Clauses 15 and/or 16(J) to the Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid payable in respect of the Notes of that Series; THIRDLY Refurbishment Guarantee Amount pursuant to clause 11.1 hereof), subject to any right the Lender may have to delay any such application in or towards order to maximise its claim; (B) second (unless the Refurbishment Guarantee Amount has been reduced to nil) in payment pari passu and rateably of all principal and interest then due and unpaid to a deposit account in respect the name of the Notes Lender of each other Series issued by a sum equal to the relevant IssuerRefurbishment Guarantee Amount; and FOURTHLY and (C) third in payment of the any credit balance (if any) to the relevant Issuer Borrower or to whomsoever may be entitled thereto PROVIDED THAT: - (without prejudice to, or liability i) sums paid to the deposit account pursuant to clause 10.2(B) hereof shall be held on deposit at such rates of interest as the Lender shall determine in respect of, its absolute discretion and any question interest accruing thereon shall be credited to that deposit account at such intervals as the Lender shall determine in its absolute discretion; (ii) sums paid to how such the deposit account pursuant to clause 10.2(B) hereof and any interest accrued thereon shall be applied in payment to the Yard and/or the Interior Converter of the sums due under the relevant Issuer Refurbishment Guarantee(s) on the due date(s) therefor in accordance with the relevant Refurbishment Contract(s); and (iii) nothing herein contained shall be dealt deemed to affect the absolute obligation of the Borrower to indemnify the Lender in accordance with as between the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsagreement.

Application of Moneys. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents the provisions of this Article shall, after payment of the reasonable cost and expenses of the proceedings resulting in the collection of such moneys and of the reasonable expenses, liabilities and advances incurred or made by the Trustee and the reasonable fees and expenses, if any, of the Issuer in carrying out this Indenture or the Agreement, be deposited in the 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 premium, if any (to the extent permitted therefor in the Letter of Credit), and interest on the Bonds or the purchase price thereof. All moneys in the Bond Fund shall be applied as follows: (a) Unless 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, in the order of the maturity of the installments of such interest 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, to the persons entitled thereto, without any discrimination or preference except as provided in Section 8.13, and as to any difference in the respective rates of interest specified in the Bonds; Second, to the payment to the persons entitled thereto of the unpaid principal of and premium, if any, on any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which Bonds that shall have become void under Condition 9) shalldue (other than Bonds called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), unless in the order of their due dates, with interest on such Bonds at the respective rates specified therein from the respective dates upon which they become due and, if the amount available 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 such interest due on such date, 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 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, to the extent attributablepermitted by law, to the payment 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 opinion respective rates 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 Trusteeprincipal and premium, to a particular Series of the Notes issued by the relevant Issuerif any, 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal 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 respect of Section 8.13. (c) If the Notes of that Series; THIRDLY in or towards payment pari passu and rateably principal of all principal and interest then Bonds shall have been declared due and unpaid 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 respect the event that the principal of all Bonds shall later become due or be declared due and payable, the Notes moneys shall be applied in accordance with the provisions of each other Series issued by Section 8.06(a). (d) All amounts received from a draw upon the relevant Issuer; and FOURTHLY in Letter of Credit shall be applied exclusively to the payment of the balance principal of and premium, if any (if any) to the relevant Issuer 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, 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 moneys, it shall fix the date (without prejudice towhich shall be an Interest Payment Date unless it shall deem another date more suitable or as required by Section 8.03(a)) upon which such application is to be made. 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, or liability in respect of, any question as and shall not be required to how such make payment to the relevant holder of any Bond until such 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 dealt with paid to the Company as between the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest provided in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsSection 4.10.

Application of Moneys. ALL 10.1 All moneys (other than Excess Proceeds which shall be applied in the manner set out in Clause 10.2 below) received by the Trustee Representative under these presents this Agreement and the Conditions from the Issuer or, as the case may be, the Fund or any of administrator, administrative receiver, receiver, liquidator, trustee in sequestration or other similar official appointed in relation to the relevant Obligors Issuer or the Fund (including any moneys which represent principal or interest in respect of NotesCovered Bonds, Receipts or Coupons which have become void or in respect of which claims have become prescribed under Condition 99 (Prescription)) shall, unless and to the extent attributable, in the opinion of the TrusteeRepresentative, to a particular Series of the Notes issued by the relevant IssuerCovered Bonds, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant IssuerCovered Bonds, and all moneys received by the Trustee Representative under these presents this Agreement and the Conditions from any of the relevant Obligors Issuer or, as the case may be, the Fund, to the extent attributable in the opinion of the Trustee Representative to a particular Series of the Notes issued by the relevant Issuer Covered Bonds or which are apportioned to such Series as aforesaid, be held by the Trustee upon trust Representative to apply them them: FIRST (subject except in relation to Clause 12): FIRST any such moneys received by the Representative following the occurrence of an Issuer Event of Default and the service by the Representative of an Issuer Acceleration Notice and a Notice to Pay) in payment or satisfaction of all amounts then due and unpaid under Clauses Clause 15 and/or 16(J) to the Trustee Representative and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect of the Notes Covered Bonds of 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 Covered Bonds of each other Series issued by the relevant IssuerSeries; and FOURTHLY in payment of the 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 extent received from the relevant Issuer and any other personIssuer) or the Fund (if received from the Fund), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 1010.1, if the Trustee Representative holds any moneys (other than Excess Proceeds) which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer Covered Bonds which have become void or in respect of which claims have been prescribed under Condition 99 (Prescription), the Trustee will Representative shall (subject to no sums being then overdue to the Representative or to the Covered Bondholders, Receiptholders or Couponholders in respect of any other Covered Bonds, Receipts or Coupons which have been presented for payment and to paying or providing for the payment or satisfaction of the said costs, charges, expenses and liabilities, including the remuneration of the Representative) hold such moneys to be applied as provided above. (a) Following the occurrence of an Issuer Event of Default and the delivery of an Issuer Acceleration Notice, any Excess Proceeds received by the Representative shall be paid by the Representative on behalf of the above trustsCovered Bondholders of the relevant Series to the Fund for its own account, as soon as practicable, and shall be held by the Fund in the GIC Account and the Excess Proceeds shall be used by the Fund in the same manner as all other moneys from time to time standing to the credit of the GIC Account pursuant to the Cash Management Agreement and any other relevant Transaction Document. Any Excess Proceeds received by the Representative shall discharge pro tanto the obligations of the Issuer in respect of the Covered Bonds, Receipts and Coupons (to the extent of the amount so received) (but shall be deemed not to have done so for the purposes of subrogation rights of the Fund contemplated by Clause 7.7). However, the obligations of the Fund under the Covered Bond Guarantee are (following service of an Issuer Acceleration Notice and a Notice to Pay or, if earlier, following the service of a Fund Acceleration Notice) unconditional and irrevocable and the receipt by the Representative of any Excess Proceeds shall not reduce or discharge any such obligations. (b) By subscribing for Covered Bond(s), each Covered Bondholder shall be deemed to have irrevocably directed the Representative to pay the Excess Proceeds to the Fund in the manner as described above. (c) For the avoidance of doubt, any payments by the Fund to the Covered Bondholders out of the Excess Proceeds, shall reduce the Guaranteed Amounts pro tanto.

Application of Moneys. ALL In the event that an Event of Default shall have occurred and be continuing and at any time the moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, 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 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 Indenture Trustee upon trust to apply them will be insufficient for the payment of (subject to Clause 12): FIRST in payment or satisfaction i) the principal of all amounts then due and unpaid under Clauses 15 and/or 16(J) to the Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all principal 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 unpaid 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 Holders and/or an Exchange Counterparty by the Indenture Trustee shall be applied first to the payment of the costs and expenses of the proceedings resulting in respect the collection of such moneys, the expenses, liabilities and advances incurred or made by the Indenture Trustee in connection with such proceedings and to the payment of the other reasonable and proper fees and expenses of the Indenture Trustee under this Indenture and of such other expenses as are necessary in the 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 of the Notes of that Series; THIRDLY in shall not have become or towards has not been declared due and payable, FIRST, to the payment pari passu and rateably to the Persons entitled thereto of all principal and installments of interest then due and unpaid in respect of on the Senior Notes of each other Series issued (including any interest on overdue principal at the rate borne by the relevant Issuerrespective Senior Notes), and to each Senior Exchange Counterparty of all Senior Issuer Exchange Payments then due, in the order that such installments of interest and/or Senior Issuer Exchange Payments shall have become due, and, if the amounts available shall not be sufficient to pay in full all installments of interest and/or Senior Issuer Exchange Payments coming due on the same date, then to the payment thereof ratably, according to the amount due thereon, to such Persons entitled thereto, without any discrimination or preference; and FOURTHLY in payment of the balance (if any) SECOND, 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 Persons entitled thereto, of the relevant Issuer 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 personSenior 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 Subordinate Notes (including any interest on overdue principal at the interest rates borne by the respective Subordinate Notes), PROVIDED ALWAYS and to each Subordinate Exchange Counterparty of all Subordinate Issuer Exchange Payments then due, in the order that any payment required to be made by the Trustee pursuant to these presents such installments of interest and/or Subordinate Issuer Exchange Payments shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10have become due, and, if the Trustee holds amounts available shall not be sufficient to pay in full all installments of interest and/or Subordinate Issuer Exchange Payments coming due on the same date, then to the payment thereof ratably, according to the amount due thereon, to such Persons entitled thereto, without any moneys which represent discrimination or preference; and FOURTH, to the payment 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 interest in respect priority of any Subordinate Notes over any other Subordinate Notes, Receipts ratably, according to the amounts due for principal, to such Persons entitled thereto without any discrimination or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustspreference.

Application of Moneys. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents from the provisions of this Article and any other moneys held as part of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) Trust Estate shall, unless after payment of the costs and to expenses of the extent attributable, proceedings resulting in the opinion collection of such moneys and of any expenses, liabilities and advances incurred or made by the Trustee, including, without limitation, fees and expenses of its attorneys and consultants, and any outstanding fees and/or expenses owed to a particular Series of the Notes issued by the relevant IssuerTrustee, be apportioned pari passu and rateably between each Series of deposited into the Notes issued by the relevant IssuerBond Fund, and all moneys received in the Bond Fund shall be applied, as follows (provided, 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) to payment of other amounts relating to the Trustee under these presents from 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 entitled thereto of all installments of interest then due on the Series 2017 Bonds, in the order of the maturity of the installments of such interest 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, 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 of the relevant Obligors Series 2017 Bonds which shall have become due, in the order of their due dates, with interest on such Series 2017 Bonds from the respective dates upon which they become due and, if the amount available shall not be sufficient to pay in full Series 2017 Bonds due on any particular date, together with such interest, then to the extent attributable in payment ratably, according to the opinion amount of principal due on such date, to the Persons entitled thereto without any discrimination or privilege. However, if the principal of all the Series 2017 Bonds shall have become due or shall have been declared due and payable, all such moneys shall be applied to the payment 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and the interest then due and unpaid in respect 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 amounts 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, 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. Whenever the Trustee shall apply such funds, it shall fix the date upon which such application is to be made and upon such date interest on the 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 Notes deposit with it of that Series; THIRDLY in or towards payment pari passu any such moneys and rateably of all principal and interest then due and unpaid in respect of the Notes fixing of each other Series issued by the relevant Issuer; any such date, and FOURTHLY in payment of the balance (if any) shall not be required to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such make payment to the relevant Issuer holder of any Bond until such Bond shall be dealt with as between presented to the relevant Issuer Trustee. Whenever all Bonds and any other person), PROVIDED ALWAYS that any payment required to be made by the interest thereon have been paid under the provisions of this Section and all expenses and charges of the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims paying agent have been prescribed under Condition 9paid, any balance remaining in the Trustee will hold such moneys on Bond Fund shall be paid to the above trustsObligated Group as provided in Section 5.02.

Application of Moneys. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents from the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, fees, liabilities and advances, including counsel fees, incurred or made by the Trustee, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: (a) Unless 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 interest then due on the Bonds, in the order of the due dates of such interest and, if the amount available shall not be sufficient to pay in full said amount, then to the payment ratably, according to the amounts due to the persons entitled thereto, without any discrimination or privilege; SECOND -- to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than the Bonds matured for the payment of which moneys are held pursuant to the extent attributableprovisions of this Indenture), in the opinion order of their due dates, with interest on such Bonds from the respective dates upon which they became due at the rates borne by the Bonds and, if the amount available 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 due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD -- to be held for the payment to the persons entitled thereto as the same shall become due of the Trusteeprincipal of and interest on the Bonds which may thereafter become due at maturity and, if the amount available shall not be sufficient to a pay in full Bonds due on any particular Series of the Notes issued by the relevant Issuerdate, 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 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 together with interest then due and unpaid under Clauses 15 and/or 16(J) owing thereon, payment shall be made ratably according to the Trustee and/or amount of principal due on such date to the persons entitled thereto without any Appointee; SECONDLY in discrimination or towards payment pari passu and rateably privilege. (b) If the principal of all the Bonds shall have become due, all such moneys shall be applied to the payment of the principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all amounts due respectively for 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 balance (if any) interest, to the relevant Issuer (persons entitled thereto without prejudice to, any discrimination 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsprivilege.

Application of Moneys. ALL All moneys received by the Trustee Bondholder pursuant to any right given or action taken under these presents from the provisions of this Article shall, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Bondholder, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: (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: first - to the payment to the Bondholder of all installments of interest then due on the Bonds (other than installments of 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), in the order of the maturity of the installments of such interest; and second - to the payment to the Bondholder of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than principal of Bonds with respect to the extent attributablepayment of which moneys and/or Government Obligations are set aside in the special account in the Bond Fund), in the opinion order of their due dates, with interest on such Bonds from the respective dates upon which they 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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all 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 respect 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, such moneys shall be applied at such times, and from time to time, as the 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 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 dates shall cease to accrue. The Issuer shall give such notice as it may deem appropriate of the Notes deposit to the Bond Fund of that Series; THIRDLY in or towards payment pari passu any such moneys and rateably of all principal and interest then due and unpaid in respect of the Notes fixing of each other Series issued by the relevant Issuer; any such date, and FOURTHLY in payment of the balance (if any) shall not be required to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such make payment to the relevant Issuer Bondholder until such Bond shall be dealt with as between presented to the relevant Issuer for appropriate endorsement or for cancellation if paid in full. Whenever all Bonds and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims thereon have been prescribed paid under Condition 9the provisions of this Section 1107 and all expenses and charges of the Bondholder have been paid, any balance remaining in the Trustee will hold such moneys on Bond Fund shall be paid to the above trustsLessee as provided in Section 609 hereof.

Application of Moneys. ALL moneys received by the Trustee under these presents from any 10.1 The proceeds of: (a) enforcement of the relevant Obligors Assignment; (including b) any moneys which represent principal sale or interest in respect other disposal of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless all present and future constructions on and fixtures 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 Land or any portion thereof and rateably between each Series of the Notes issued by the relevant Issuer, and generally (c) all moneys received or recovered by the Trustee under these presents from any of Security Agent pursuant to this Agreement or the relevant Obligors to the extent attributable in the opinion of the Trustee to a particular Series of the Notes issued powers conferred by the relevant Issuer or which are apportioned to such Series as aforesaidit, be held by the Trustee upon trust to apply them shall (subject to (a) the claims of any Person having prior rights thereto and (b) Clause 12): FIRST 10.2) be applied by the Security Agent (notwithstanding any purported appropriation by the Company or any other Grantor) in payment accordance with Clause 15 (Application of Proceeds) of the Deed of Appointment and Priority. 10.2 Notwithstanding any other provision of the Finance Documents, the Security Agent may, at any time after the delivery of an Enforcement Notice to the Company, pay any or all of the moneys received, recovered or realised by the Security Agent under this Agreement (including without limitation the proceeds of 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 entitled, but not obliged, to do in its discretion) in accordance with the 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 all amounts then due the Secured Obligations, the Security Agent shall apply the moneys in such suspense or impersonal account towards satisfaction of the Secured Obligations and unpaid under Clauses 15 and/or 16(J) if there are any moneys remaining in such suspense or impersonal account after the Secured Obligations have been fully discharged, the 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 credited to such suspense or, as the case may be, impersonal account and shall, subject to the Trustee and/or any Appointee; SECONDLY in or terms of this Clause 10.2, be applied towards payment pari passu and rateably of all principal and interest then due and unpaid in respect satisfaction of the Notes of 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsSecured Obligations.

Application of Moneys. ALL moneys All money received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, 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 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only any right given or action taken under the provisions of this Article will, after payment of the costs and expenses of the proceedings resulting in the collection of such money and of the expenses, liabilities and advances (including, without limitation, attorneys’ fees and expenses) incurred or made by the Trustee, be made subject deposited into the Lease Revenue Fund and all money in the Lease Revenue Fund will be applied as follows: (a) unless the Principal Portions of Basic Rent represented by all the Certificates have become or have been declared due and payable, all such moneys will be applied: FIRST - To the payment to the persons entitled thereto of the Interest Portions of Basic Rent represented by the Certificates in the order of the maturity of the installments of such interest and, to the payment ratably, according to the amount due on such installments, to the persons entitled thereto, without any applicable laws discrimination or privilege; and regulations. Without prejudice SECOND - To the payment to the persons entitled thereto of the unpaid Principal Portions of Basic Rent represented by any 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 Clause 10Declaration of Trust) in the order of such due dates, with interest from the respective dates upon which they become due and, if the Trustee holds amount available will not be sufficient to pay in full the Principal Portions of Basic Rent represented by Certificates due on any moneys which represent particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the persons entitled thereto without any discrimination or privilege except as to any difference in the respective rates of interest in respect specified respecting the Certificates. (b) If the Principal Portions of Notes, Receipts or Coupons issued Basic Rent represented by the relevant Issuer which all Certificates have become void due or in respect of which claims have been prescribed 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 Condition 9the 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 money is to be applied pursuant to the provision of this Section 9.05, such money will be applied at such times, and from time to time, as the Trustee will hold determine, having due regard to the amount of such money available for the application and the likelihood of additional money becoming available for such application in the future. Whenever the Trustee will apply such funds, it will fix the date (which will be a Basic Rent Payment Date unless it deems another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal paid on such dates will cease to accrue. The Trustee will give such notice as it may deem appropriate of the deposit with it of any such moneys on and of the above trustsfixing of any such date and will not be required to make payment to the Owner of any Certificate until such Certificate is presented to the Trustee for appropriate endorsement or for cancellation if paid 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. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Fund and all moneys in the Bond Fund 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 entitled thereto of (i) all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment thereof ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and (ii) the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which moneys are held pursuant to the extent attributableprovisions of this Indenture), with interest on such Bonds (at the rate borne by the Bonds) from the respective dates upon which they became due and, if the amount available shall not be sufficient to pay in full the opinion principal of Bonds due on any particular date, together with such interest, then to the payment thereof ratably, according to the amount of principal due on such date, 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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all 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. (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 respect 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, 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 dates shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of that Series; THIRDLY in or towards payment pari passu any such moneys and rateably of all principal and interest then due and unpaid in respect of the Notes fixing of each other Series issued by any such date (all consistent with the relevant Issuer; requirements hereof for the establishment and FOURTHLY in notification of a Special Record Date for the payment of the balance (if any) overdue interest), and shall not be required to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such make payment to the relevant Issuer Holder of any 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 dealt with as between paid to or upon the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required to be made by order of the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10Company or the Bank, if any reimbursement obligation is owing to it under the Trustee holds any Credit Agreement; provided that no moneys which represent principal or interest remaining in respect the Credit Facility Account of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, Bond Fund shall be paid to the Trustee will hold such moneys on the above trustsCompany.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner pursuant to any right given or action taken under the provisions of this Article IX, after payment of the costs and expenses, liabilities and advances incurred or made by the Trustee under these presents from or its agents or counsel (provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 6.05 and Article VIII hereof shall not be used for purposes other than payment of such Bonds), shall be deposited in the Bond Fund and all moneys so deposited in the 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 each Bond, with interest on overdue installments of interest, if lawful at the rate per annum borne by such Bond, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on each Bond at its rate -57- Forsyth Series 1998A Trust Indenture from the respective dates upon which it became due and, if the amount available 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 opinion persons entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or towards payment pari passu and rateably 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 9.10, 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 Bond Payment Date upon which such application is to commence and upon such Bond Payment Date interest on the amounts of principal and interest then due and unpaid in respect to be paid on such Bond Payment Date shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of each other Series issued by the relevant Issuer; any such moneys and FOURTHLY in payment of the balance (if any) fixing of any such Bond Payment Date by Mail to all Owners of Outstanding Bonds and shall not be required to make payment to any Owner until such Bond shall be presented 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, for appropriate endorsement for cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents from any the provisions of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, 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, this Article Seven shall be apportioned pari passu and rateably between each Series of the Notes issued by the relevant Issuerseparately accounted for, and all such moneys received shall, after, except as otherwise provided in a Supplemental Indenture, payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee with respect thereto (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 or 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 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 these presents from any the provisions of the relevant Obligors this Article Seven, all such moneys shall be applied as follows: FIRST, to the extent attributable in payment to the opinion Holders of the Trustee to a particular Series of the Senior 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect on the Senior Notes ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; SECOND, to the payment to the Holders of the Senior Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all principal and then due on the Senior Notes ratably, according to the amounts due, to the Persons entitled thereto without any discrimination or preference; THIRD, to the payment to the Holders of Subordinate Notes of all interest then due and unpaid in respect of on the Subordinate Notes of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (if any) ratably, according to the relevant Issuer (amounts due, to the Persons entitled thereto without prejudice toany discrimination or preference; FOURTH, or liability in respect of, any question as to how such the payment to the relevant Issuer 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. (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 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 dealt applied in accordance with as between the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required provisions of paragraph (A) of this Section 7.6. Whenever moneys are to be made applied by the Trustee pursuant to these presents the provisions of this Section 7.6, such moneys shall only 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 the first day of a month unless it shall deem another date more suitable) upon which such application is to be made subject and upon such date interest on the amounts of principal to be paid shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposits with it of any applicable laws such moneys and regulations. Without prejudice of the fixing of any such date, and shall not be required to this Clause 10, if make payment to the Holder of any unpaid Note until such Note shall be presented to the Trustee holds any moneys which represent principal for appropriate endorsement or for cancellation if fully paid. Whenever all Notes and interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims thereon have been prescribed fully paid under Condition 9the provisions of this Section 7.6, and all expenses and charges of the Trustee have been paid, the Corporation and the Trustee will hold such moneys on the above trustsshall be restored to their former positions hereunder.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner of a Bond pursuant to any right given or action taken under the provisions of this Article 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 these presents from the provisions of the Agreement after payment of the costs and expenses of the proceedings resulting in the collection of such moneys, including any amounts due to the Trustee pursuant to Section 11.04 hereof and under the Agreement (except that proceeds of a drawing under a Credit Facility and any moneys held pursuant to Section 5.06 hereof may not be so used), shall be deposited in the Bond Fund and all moneys so deposited in the 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 on the date of occurrence of such Event of Default, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of and any premium on any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on such Bonds at their 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 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 opinion persons entitled thereto, without any discrimination or privilege; provided, however, that moneys derived from the exercise 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 rights by the Trustee under these presents from any a Credit Facility shall not be applied to the payment of the relevant Obligors 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. (b) If the principal of all the Bonds shall have been declared due and payable and the Bank has not exercised its option to the extent attributable in the opinion of direct the Trustee to a particular Series purchase all Bonds on behalf of the Notes issued by the relevant Issuer or which are apportioned Bank pursuant to Section 4.07 hereof, all such Series as aforesaid, moneys shall 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) applied to the Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all the principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all amounts due respectively for principal and interest then due and unpaid in respect interest, to the persons entitled thereto without any discrimination or privilege; provided, however, that moneys derived from the exercise of the Notes of each other Series issued rights by the relevant Issuer; and FOURTHLY in Trustee under a Credit Facility shall not be applied to the payment of the balance 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 if any) such declaration shall thereafter have been rescinded and annulled under the provisions of this Article X, subject to the relevant Issuer provisions of clause (without prejudice to, or liability in respect of, any question as to how such payment to the relevant Issuer b) of this Section 10.10 which shall be dealt with as between applicable in the relevant Issuer event that the principal of all the Bonds shall later become due and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9payable, the Trustee will hold such moneys on shall be applied in accordance with the above trustsprovisions of clause (a) of this Section 10.10.

Application of Moneys. ALL All moneys received by the Trustee pursuant to any right given or action taken under these presents from any the provisions of this Article shall, after payment of the relevant Obligors (including any moneys which represent principal or interest in respect costs and expenses of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, proceedings resulting in the opinion collection of such moneys and of the expenses, fees, liabilities and advances, including counsel fees, incurred or made by the Trustee, to a particular Series of be deposited in the Notes issued by the relevant Issuer, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant IssuerBond Fund, and all moneys received by in the Trustee under these presents from Bond Fund shall be applied as follows: (a) Unless 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 interest then due on the Bonds, in the order of the due dates of such interest and, if the amount available shall not be sufficient to pay in full said amount, then to the payment ratably, according to the amounts due to the persons entitled thereto, without any discrimination or privilege; SECOND -- to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors Bonds which shall have become due (other than the Bonds matured for the payment of which moneys are held pursuant to the extent attributable provisions of this Indenture), in the opinion order of their due dates, with interest on such Bonds from the respective dates upon which they became due at the rates borne by the Bonds and, if the amount available 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 due on such date, to the persons entitled thereto without any discrimination or privilege; and THIRD -- to be held for the payment to the persons entitled thereto as the same shall become due of the Trustee principal of and interest on the Bonds which may thereafter become due at maturity and, if the amount available shall not be sufficient to a pay in full Bonds due on any particular Series of the Notes issued by the relevant Issuer or which are apportioned to such Series as aforesaiddate, be held by the Trustee upon trust to apply them (subject to Clause 12): FIRST in payment or satisfaction of all amounts together with interest then due and unpaid under Clauses 15 and/or 16(J) owing thereon, payment shall be made ratably according to the Trustee and/or amount of principal due on such date to the persons entitled thereto without any Appointee; SECONDLY in discrimination or towards payment pari passu and rateably privilege. (b) If the principal of all the Bonds shall have become due, all such moneys shall be applied to the payment of the principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in or towards payment pari passu and rateably of all amounts due respectively for 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 balance (if any) interest, to the relevant Issuer (persons entitled thereto without prejudice to, any discrimination 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsprivilege.

Application of Moneys. ALL Notwithstanding anything to the contrary within this Indenture, the Disbursement Documents or the Trust Transaction Documents, all moneys received by excluding any Insurance Payments or other proceeds, solely with respect to the Trustee under these presents from any Series 2023-A Notes, of the relevant Obligors (including any moneys Insurance Policy, which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, shall be deposited in the opinion Insurance Proceeds Fund in accordance with Section 3.11 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 Indenture) received by the Trustee under these presents from any 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents any right given or action taken under the provisions of this Indenture 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 only be deposited in the Debt Service Fund and, after payment of all of the fees, costs and expenses (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made subject by the Trustee (or the Servicer, if applicable) including reasonable attorneys’ fees, and all other outstanding fees and expenses of and 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 applicable laws fees, expenses, liabilities and regulations. Without prejudice advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable, the Servicer), such moneys thereafter shall be applied in the order set forth below: (a) Unless 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 this Clause 10the payment of the Series 2023-A Notes) shall be applied to the ratable payment of all installments of cash interest then due on the Series 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, on a pro rata basis relative to each series of Notes), and, if the Trustee holds amount available shall not be sufficient to pay in full all such amounts then to the ratable payment of 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 moneys proceeds of the Insurance Policy or such amount held in the Insurance Proceeds Fund, which represent shall be applied solely to the payment of the Series 2023-A Notes ) shall be applied to the payment of the principal or interest 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 respect each case, on a pro rata basis relative to each series of Notes), Receipts or Coupons issued by ratably according to the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, amounts due to the Trustee will hold such moneys on the above trustspersons entitled thereto.

Application of Moneys. ALL All moneys received by the Trustee under these presents from any in respect of the relevant Obligors Notes of any 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, Receipts or Coupons which have become void under Condition 9) the Conditions shall, unless and to the extent attributable, in the opinion of the Trustee, to a particular Series of the Notes issued by the relevant IssuerNotes, be apportioned pari passu and rateably between each Series of the Notes issued by the relevant IssuerNotes, and all moneys received by the Trustee under these presents this Trust Deed from any of the relevant Obligors Issuer or, as the case may be, the Guarantors 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 on trust to apply them (subject to Clause 12): FIRST 12.2 (Investment of moneys): (a) first, in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(J) to those Liabilities incurred by the Trustee and/or or any Appointee; SECONDLY Appointee in the preparation, maintenance and execution of the trusts of this Trust Deed (including remuneration and any additional remuneration of the Trustee); (b) secondly, in or towards payment pari passu and rateably of all principal and interest then due and remaining unpaid in respect of the Notes of that Series; THIRDLY in or towards payment pari passu the relevant Series and rateably of all principal and interest then moneys due and unpaid on or in respect of the Notes of each other that Series issued by provided that where the relevant IssuerNotes of more than one Series become so due and payable, such 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 solely to the amounts outstanding in respect of that Series or those Series respectively); and FOURTHLY in payment of and (c) thirdly, the balance (if any) in payment to the relevant Issuer (without prejudice to, or liability in respect of, any question as to how such payment to the relevant Issuer payments shall be dealt with as between the relevant Issuer and the Guarantors and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer Notes which have become void or in respect of which claims have been prescribed under Condition 914 (Prescription), the Trustee will hold such moneys on the above trusts.

Application of Moneys. ALL 27.1 All moneys arising from the exercise of the powers of the Receiver and all other moneys received by the Trustee under these presents from Receiver shall be applied by the Receiver subject to any claim having priority thereto:- (a) First, in or towards payment of all costs, charges and expenses of and incidental to the appointment of the Receiver and the exercise by him of all or any of the relevant Obligors 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 exercise; (including b) 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 moneys which represent principal document entered into or interest made in respect of Notesconnection with the Facilities or any security; (c) Thirdly, Receipts in or Coupons which have become void under Condition 9) shall, unless and towards payment to the extent attributableBank 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 opinion 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 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 Trustee, to a particular Series application 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 it in consequence of the relevant Obligors to the extent attributable in the opinion of the Trustee to a particular Series of the Notes issued or arising upon such enforcement, observe perform and be bound by the relevant Issuer or which are apportioned to such Series as aforesaid, be held by the Trustee upon trust to apply them provisions of Clause 27.1 (subject to Clause 12): FIRST in payment or satisfaction of all amounts then due and unpaid under Clauses 15 and/or 16(Jmutatis mutandis) to the Trustee and/or any Appointee; SECONDLY intent that all such moneys so received shall be applied in or towards payment pari passu and rateably of all principal and interest then due and unpaid respects in respect of the Notes of manner required by that Series; THIRDLY sub-clause 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 balance (if any) relation 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above truststherein mentioned.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner pursuant to any right given or action taken under the provisions of this Article IX, after payment of the costs and expenses, liabilities and advances incurred or made by the Trustee under these presents from or its agents or counsel (provided that moneys held for Bonds not presented for payment or deemed paid pursuant to Section 6.05 and Article VIII hereof shall not be used for purposes other than payment of such Bonds), shall be deposited in the Bond Fund and all moneys so deposited in the 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 each Bond, with interest on overdue installments of interest, if lawful at the rate per annum borne by such Bond, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on each Bond at its rate from the respective dates upon which it became due and, if the amount available 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 opinion persons entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or towards payment pari passu and rateably 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 9.10, 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 Bond Payment Date upon which such application is to commence and upon such Bond Payment Date interest on the amounts of principal and interest then due and unpaid in respect to be paid on such Bond Payment Date shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of each other Series issued by the relevant Issuer; any such moneys and FOURTHLY in payment of the balance (if any) fixing of any such Bond Payment Date by Mail to all Owners of Outstanding Bonds and shall not be required to make payment to any Owner until such Bond shall be presented 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, for appropriate endorsement for cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL All moneys received by the Trustee with respect to the Project pursuant to any right given or action taken under these presents from the provisions of this Article VIII shall, after payment of the cost and expenses of the proceedings resulting in the collection of such moneys and of the expenses, fees, liabilities and advances incurred or made by the Trustee, be deposited in the Bond Fund and all such moneys so deposited in the 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: (a) first 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 relevant Obligors (including any moneys which represent Series 1990B Bonds shall have become due and remains unpaid, to the payment of the principal or of all Series 1990B Bonds then due and unpaid, then the payment of interest in respect default in the order of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless maturity thereof and then to the extent attributablepayment of the premium thereon, if any; and in every instance such payment to be made ratably to the persons entitled thereto without discrimination or preference. Whenever moneys are to be applied pursuant to the provisions of this Section 8.6, 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 opinion 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 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 dates shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the Trustee, to a particular Series deposit with it of any such moneys and of the Notes issued by fixing of any such date, and shall not be required to make payment to the relevant Issuer, holder of any Bond until such Bond shall be apportioned pari passu and rateably between each Series presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever all of the Notes issued by Bonds and interest thereon have been paid under the relevant Issuer, provisions of this Section 8.6 and all moneys received by the Trustee under these presents from any of the relevant Obligors to the extent attributable in the opinion expenses and charges of the Trustee to a particular Series of have been paid, any balance remaining in the Notes issued by the relevant Issuer or which are apportioned to such Series as aforesaid, Bond Fund shall 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) paid to the Trustee and/or any Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsCompany.

Application of Moneys. ALL Notwithstanding anything to the contrary within this Indenture, the Disbursement Documents or the Trust Transaction Documents, all moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, Receipts or Coupons which have become void under Condition 9) shall, unless and to the extent attributable, in the opinion proceeds 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 Insurance Policy) received by the Trustee under these presents from any 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 Appointee; 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; 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 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 any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents any right given or action taken under the provisions of this Indenture 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 only be deposited in the Debt Service Fund and, after payment of the fees, costs and expenses (including attorneys’ fees and expenses) relating to the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made subject by the Trustee (or the Servicer, if applicable) including reasonable attorneys’ fees, and all other outstanding fees and expenses of and indemnities owing to the Trustee (or the Servicer, if applicable) incurred in connection with such actions, and thereafter any applicable laws fees, expenses, liabilities and regulations. Without prejudice advances due to, or incurred or made by, the Paying Agent and the Registrar (and, if applicable, the Servicer), such moneys thereafter shall be applied in the order set forth below: (a) Unless the principal of all Series 2023-A Notes shall have become or been declared due and payable, all such moneys shall be applied to this Clause 10the ratable payment of all installments of interest then due on the Series 2023-A Notes, and, if the Trustee holds any amount available shall not be sufficient to pay in full all such amounts then to the ratable payment of 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 which represent shall be applied to the payment of the principal or interest in respect of then due and unpaid upon the Series 2023-A Notes, Receipts or Coupons issued by ratably according to the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, amounts due to the Trustee will hold such moneys on the above trustspersons entitled thereto.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner pursuant to any right given or action taken under the provisions of this Article VIII, after payment of the fees, costs and expenses, liabilities and advances incurred or made by the Trustee under these presents from or its agents or counsel (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 such Bonds), shall be deposited in the Bond Fund and all moneys so deposited in the 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 each Bond, with interest on overdue installments of interest, if lawful at the rate per annum then borne by such Bond, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the persons entitled thereto of the unpaid principal of any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture) with interest on each Bond at its rate from the respective dates upon which it became due and, if the amount available 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 opinion persons entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes of that Series; THIRDLY in amounts due respectively for principal and interest, to the persons entitled thereto without any discrimination or towards payment pari passu and rateably 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 8.10, 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 Bond Payment Date upon which such application is to commence and upon such Bond Payment Date interest on the amounts of principal and interest then due and unpaid in respect to be paid on such Bond Payment Date shall cease to accrue. The Trustee shall give notice of the Notes deposit with it of each other Series issued by the relevant Issuer; any such moneys and FOURTHLY in payment of the balance (if any) fixing of any such Bond Payment Date by Mail to the relevant Issuer (without prejudice to, or liability in respect of, any question as Provider and all Owners of Outstanding Bonds and shall not be required to how such make payment to the relevant Issuer any Owner until such Bond shall be dealt with as between presented to the relevant Issuer and any other person), PROVIDED ALWAYS that any payment required to be made by the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, Registrar for appropriate endorsement or cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL Any moneys received by the Trustee, by any receiver or by any Owner of a Bond pursuant to any right given or action taken under the provisions of this Article VIII, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Trustee and any other amounts owing to the Trustee under these presents from Section 9.04 hereof, shall be deposited in the Bond Fund and all moneys so deposited in the 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, in the order of maturity of the installments of such interest and, if the amount available 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 (ii) second, to the payment to the Persons entitled thereto of the unpaid principal of and premium, if any, on any of the relevant Obligors (including any moneys Bonds which represent principal or interest in respect of Notes, Receipts or Coupons which shall have become void under Condition 9) shall, unless and due (other than Bonds called for redemption for the payment of which money is held pursuant to the extent attributableprovisions of this Indenture), in the opinion order of their due dates, with interest on such Bonds at their respective rates from the respective dates upon which they became due and, if the amount available 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 entitled thereto, without any discrimination or privilege. (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 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 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 Appointee; SECONDLY in or towards payment pari passu and rateably of all principal and interest then due and unpaid in respect 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 Notes 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 Series; THIRDLY in or towards payment pari passu and rateably the principal of all principal and interest then the Bonds shall later become due and unpaid payable, the moneys shall be applied in respect accordance with the provisions of the Notes clause (a) of each other Series issued by the relevant Issuer; and FOURTHLY in payment of the balance (if any) this Section 8.10. Whenever moneys are to be applied pursuant to the relevant Issuer (without prejudice toprovisions of this Section 8.10, or liability in respect ofsuch moneys shall be applied at such times, any question and from time to time, as to how such payment the Trustee shall determine, having due regard to the relevant Issuer 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 moneys, it shall fix the date (which shall be dealt with as between the relevant Issuer and any other person), PROVIDED ALWAYS that any an interest payment required 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 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 Owners of Outstanding Bonds, and, subject to Section 2.11 hereof, shall not be required to make payment to any Owner of a Bond until such Bond shall be presented to the Trustee pursuant to these presents shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10, for appropriate endorsement or for cancellation if the Trustee holds any moneys which represent principal or interest in respect of Notes, Receipts or Coupons issued by the relevant Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys on the above trustsfully paid.

Application of Moneys. ALL In the event that an Event of Default shall have occurred and be continuing and at any time the moneys received by the Trustee under these presents from any of the relevant Obligors (including any moneys which represent principal or interest in respect of Notes, 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 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 Indenture Trustee upon trust to apply them will be insufficient for the payment of (subject to Clause 12): FIRST in payment or satisfaction i) the principal of all amounts then due and unpaid under Clauses 15 and/or 16(J) to the Trustee and/or any Appointee; SECONDLY in or towards payment pari passu and rateably of all principal 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 unpaid 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 Holders and/or an Exchange Counterparty by the Indenture Trustee shall be applied first to the payment of the costs and expenses of the proceedings resulting in respect the collection of such moneys, the expenses, liabilities and advances incurred or made by the Indenture Trustee in connection with such proceedings and to the payment of the other reasonable and proper fees and expenses of the Indenture Trustee under this Indenture and of such other expenses as are necessary in the 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 of the Notes of that Series; THIRDLY in shall not have become or towards has not been declared due and payable, FIRST, to the payment pari passu and rateably to the Persons entitled thereto of all principal and installments of interest then due and unpaid in respect of on the Senior Notes of each other Series issued (including any interest on overdue principal at the rate borne by the relevant Issuer; and FOURTHLY in payment of the 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 any other personrespective Senior Notes), PROVIDED ALWAYS and to each Senior Exchange Counterparty of all Senior Issuer Exchange Payments then due, in the order that any payment required to be made by the Trustee pursuant to these presents such installments of interest and/or Senior Issuer Exchange Payments shall only be made subject to any applicable laws and regulations. Without prejudice to this Clause 10have become due, and, if the Trustee holds any moneys which represent principal or amounts available shall not be sufficient to pay in full all installments of interest in respect of Notes, Receipts or Coupons issued by the relevant and/or Senior Issuer which have become void or in respect of which claims have been prescribed under Condition 9, the Trustee will hold such moneys Exchange Payments coming due on the above trusts.same date, then to the payment thereof ratably, according to the amount due thereon, to such Persons entitled thereto, without any discrimination or preference; and