Common use of Application of Monies by Trustee Clause in Contracts

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the interest on any Debenture held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal and interest on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.7 provided, in payment, rateably and proportionately to the holders of DebenturesDebentureholders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Ordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assignsassigns or as it may direct; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.7(a)(i), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, if and to the extent that the Debenture Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Security Documents or to keep in good standing any such prior encumbrances, including without limitation the Permitted Priority Encumbrances (if applicable); (b) second, in payment or in reimbursement to the Trustee or the Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or the Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iic) secondthird, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiid) thirdfourth, in payment of the amount owing on any mortgages, charges, liens, Security Interests and other encumbrances ranking junior to the Security Interest pursuant to the Security Documents; and (e) fifth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 12.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 811, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, if and to the extent that the Trustee deems it in the interest of the Debentureholders generally, based on the advice of Counsel, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking in priority to the Security Interest granted pursuant to the this Indenture or to keep in good standing any such prior encumbrances, including without limitation the Senior Security (if applicable); (ii) second, in payment or in reimbursement to the Trustee or Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iiiii) secondthird, but subject as hereinafter provided in this Section 8.6 11.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding taxes, if any, on behalf of) the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiiiv) thirdfourth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 11.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 17.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 86 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal, shall be appliedPremium (if any) or interest, together with any other monies upon presentation of the Notes and the notation thereon (or in the hands case of uncertificated Notes, in accordance with the Trustee’s Internal Procedures) of the Trustee available for such purpose, as followspayment if only partially paid and upon surrender thereof if fully paid: (ia) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein providedincluding indemnities; (iib) second, but subject as hereinafter in this Section 8.6 6.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and of, Premium (if any) on, accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then Premium and then accrued but and unpaid interest and then interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, Premium and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, Premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, Premium (if any) and interest on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly providedSubject to the subordination provisions of Article 5, any monies received by the Trustee from the Company pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout therefrom such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 89 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as followsNotes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 9.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of the Holders in accordance with Article 12 and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 9.6(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 9.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes of each applicable series, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 86, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its the reasonable compensation, costs, charges, expenses, borrowings, advances of the Trustee or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 6.6 provided, in payment, rateably and proportionately to the holders of DebenturesNotes, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture Note held, directly or indirectly, by or for the benefit of the Company or any Subsidiary of the Corporation (other than any Debenture Note pledged for value and in good faith to a Person person other than the Company or any Subsidiary of the Corporation but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures Notes which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 6.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes, but it may retain the money so received by it and invest or deposit the same as provided in Section 10.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 89, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, if and to the extent that the Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Pledge Agreement or to keep in good standing any such prior encumbrances, as advised by Counsel; (b) second, in payment or in reimbursement to the Trustee or the Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or the Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iic) secondthird, but subject as hereinafter in this Section 8.6 9.7 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiid) thirdfourth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bc) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any the Trenchant Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) . The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout assume no such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% interest of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money Corporation or the investments representing the sameTrenchant Subsidiary as aforesaid, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunderTrustee has received Officer’s Certificate confirming such interest.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 87 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as followsNotes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of the Holders in accordance with Article 12 and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 7.6(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes of each applicable series, but it may retain the money so received by it and invest or deposit the same as provided in Section 11.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies money received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 89, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, purpose as follows: (ia) first, in payment or in reimbursement to of the Trustee and any Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in lawful relation to, this Trust Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 9.15 provided, in payment, rateably and proportionately proportionately, to the holders Debentureholders on account of Debentures, of the principal of and accrued and unpaid interest on Interest and interest Interest on amounts in default default; and thereafter, on account of the Debentures which shall then be outstanding in the priority of principal first and then accrued but unpaid interest and interest on amounts in default Principal Sum; unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal Principal Sum and interest Interest as may be directed by such resolution; and; (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bSection 9.15(b) above in contrary to Article 4 or with respect of to the principal and/or the interest Principal Sum or Interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary of the Corporation (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary of the Corporation but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal Principal Sum and interest on Interest of all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, if and to the extent that the Trustee deems it in the interest of the Noteholders generally, based on the advice of Counsel, in payment of all Encumbrances (if any) on the Secured Assets ranking in priority to the Security Interest or to keep in good standing any such prior Encumbrances, including any Senior Security (if applicable); (ii) second, in payment or in reimbursement to the Trustee or Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenturethe Note Documents, with interest thereon as herein provided; (iiiii) secondthird, but subject as hereinafter provided in this Section 8.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding Taxes, if any, on behalf of) the holders of DebenturesNotes, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiiiv) thirdfourth, in payment of the surplus, if any, of such monies to the Company Corporation entitled thereto or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium or interest on any Debenture Note held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary Affiliate (other than (y) to any Debenture original holder of an Initial Note and (z) in respect of any Note pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary Affiliate but only to the extent of such Person's ’s interest therein) except ), until and subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly providedprovided or as otherwise provided in the Intercreditor Agreements, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 86 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal, shall be appliedPremium or interest, together with any other monies upon presentation of the Debentures and the notation thereon (or in the hands case of uncertificated Debentures, in accordance with the Trustee’s Internal Procedures) of the Trustee available for such purpose, as followspayment if only partially paid and upon surrender thereof if fully paid: (ia) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein providedincluding indemnities; (iib) second, but subject as hereinafter in this Section 8.6 6.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and of, Premium on, accrued and unpaid interest on and interest on amounts in default on the Debentures Debentures, and unpaid Standby Fees which shall then be outstanding in the priority of principal first and then Premium and then accrued but and unpaid interest and then interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, Premium and interest as may be directed by such resolutionExtraordinary Resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, Premium or interest on any Debenture Debentures held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Debentures pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, Premium and interest on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 87 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or Applicable Premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as followsNotes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and Applicable Premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then Applicable Premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, Applicable Premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, Applicable Premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal principal, Applicable Premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes, but it may retain the money so received by it and invest or deposit the same as provided in Section 11.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) : first, in payment or in reimbursement to the Trustee of its the reasonable compensation, costs, charges, expenses, borrowings, advances of the Trustee or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this IndentureIndenture and the Indenture Documents, with interest thereon as herein provided; (ii) ; second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) and third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b) . The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, including in Section 2.2, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium, if any, and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, if and to the extent that the Debenture Trustee deems it in the interest of the Debentureholders generally, in payment of all liens and other encumbrances (if any); (b) second, in payment or in reimbursement to the Trustee or the Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or the Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iic) secondthird, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiid) thirdfourth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, if and to the extent that the Debenture Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Security Documents or to keep in good standing any such prior encumbrances, including without limitation the Senior Security (if applicable); (b) second, in payment or in reimbursement to the Trustee or the Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or the Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iic) secondthird, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiid) thirdfourth, in payment of the amount owing on any mortgages, charges, liens, Security Interests and other encumbrances ranking junior to the Security Interest pursuant to the Security Documents; and (e) fifth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1)(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall ​ consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, if and to the extent that the Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Security Documents or to keep in good standing any such prior encumbrances, including without limitation the Senior Security (if applicable); (b) second, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iic) secondthird, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; (d) fourth, in payment of the amount owing on any mortgages, charges, liens, Security Interests and other encumbrances ranking junior to the Security Interest pursuant to the Security Documents; and (iiie) thirdfifth, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (ba) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, in payment or in reimbursement to the Debentureholders of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided in relation to, this Indenture, with interest thereon as herein provided; (iii) third, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding taxes, if any, on behalf of) the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiiiv) thirdfourth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium (if any) or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, provided any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any receiver, trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or and other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of DebenturesDebentures (taking into consideration any sums received directly by one or more of the Debentureholders), of the principal amount of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the specific order of priority of principal first and then accrued but unpaid interest to such specific indebtedness as set forth in clause 3.4 and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolutionclause 3.5 hereof; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause subclause (b) above in respect of the principal and/or the interest amount due on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal and interest due on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 89, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein providedprovided which, for the avoidance of doubt, shall not be paid in Common Shares but shall be paid in cash only; (iib) second, but subject as hereinafter in this Section 8.6 9.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium, if any, and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolutiondefault; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a9.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 16.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8Article, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 otherwise herein provided, in payment, payment rateably and proportionately to the holders of Debentures, Debentures of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and and, in that case case, in such order or of priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium, if any, of, or interest on on, any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary of the Corporation provided that only those Debentures which have been certified to the Trustee as so owned shall be disregarded (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal and interest on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. ‌ (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company pursuant to the foregoing provisions of this Article 89, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, if and to the extent that the Trustee deems it in the interest of the Debentureholders generally, in payment of all liens, Security Interests and other encumbrances (if any) on the Secured Assets ranking or capable of ranking in priority to the Security Interest granted pursuant to the Security Documents or to keep in good standing any such prior encumbrances; (iii) third, but subject as hereinafter in this Section 8.6 9.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiiiv) thirdfourth, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the interest on any Debenture held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company or any Subsidiary but only to the extent of such Person's interest therein) except subject to the prior payment in full of the principal and interest on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a9.1(a)(i), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies money received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 810, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, purpose as follows: (ia) first, in payment or in reimbursement to of the Trustee and any Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in lawful relation to, this Trust Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 10.15 provided, in payment, rateably ratably and proportionately proportionately, to the holders Debentureholders on account of Debentures, of the principal of and accrued and unpaid interest on Interest and interest Interest on amounts in default default; and thereafter, on account of the Debentures which shall then be outstanding in the priority of principal first and then accrued but unpaid interest and interest on amounts in default Principal Sum; unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal Principal Sum and interest Interest as may be directed by such resolution; and; (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bSection 10.15(b) above in contrary to Article 4 or with respect of to the principal and/or the interest Principal Sum or Interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary of the Corporation (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary of the Corporation but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal Principal Sum and interest on Interest of all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from of behalf of the Company Holders pursuant to the foregoing provisions of this Article 88 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as follows: Notes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; ; (ii) second, but subject as hereinafter in this Section 8.6 8.5 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of Holders constituting more than 50% of the outstanding principal amount of the Notes and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 8.5(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from of behalf of the Company Holders pursuant to the foregoing provisions of this Article 88 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as followsNotes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 8.5 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of Holders constituting more than 50% of the outstanding principal amount of the Notes and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 8.5(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout therefrom such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.5(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes of each applicable series, but it may retain the money so received by it and invest or deposit the same in trust as provided in Section 12.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8ARTICLE VIII, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding taxes, if any, on behalf of) the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; providedArticle 15provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium (if any) or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of DebenturesNotes, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture Note held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture Note pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures Notes which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.7 provided, in payment, rateably and proportionately to the holders of DebenturesDebentureholders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Ordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assignsassigns or as it may direct; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.7(a)(i), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee and the Co-Trustee of its their compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee and the Co-Trustee in or about the execution and administration of its trusts under, or otherwise in relation to, this Indenture, including, without limitation, all amounts due under Sections 6.2 and 12.16, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of DebenturesNotes, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture Note held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture Note pledged (or hypothecated with delivery) for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout thereon such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes, but it may retain the money so received by it and invest or deposit the same as provided in Section 12.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee or the Receiver of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee or the Receiver in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bc) above in respect of the principal and/or the principal, premium, if any, or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter provided in this Section 8.6 7.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding taxes, if any, on behalf of) the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (biii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. ‌ (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 12.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, if and to the extent that the Trustee deems it in the interest of the holders of Debentures generally, in payment of all Liens (if any) on the Collateral ranking or capable of ranking in priority to the Liens constituted by the Security Documents or to keep in good standing any such prior Liens; (c) third, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiid) thirdfourth, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b8.6(1)(c) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) (less any Tax which the Corporation is required by law to deduct or withhold from such payment) and interest (if any) (less any Tax which the Corporation is required by law to deduct or withhold from such payment) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1), is insufficient to make a distribution of at least 21% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. ‌ (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies money received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 86, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, purpose as follows: (ia) first, in payment or in reimbursement to of the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, to this Note Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 section 6.13 provided, in payment, rateably ratably and proportionately to the holders of DebenturesHolders, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding outstanding, in the priority of principal first accrued and then accrued but unpaid interest and interest on amounts in default first and then principal, unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in with respect of to the principal and/or the or interest on of any Debenture Note held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture Note pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary Subsidiary, but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest on of all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Trust pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyTrust, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Trust or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Trust or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Trust or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 15.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from of behalf of the Company Holders pursuant to the foregoing provisions of this Article 87 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as followsNotes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.5 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of Holders constituting more than 50% of the outstanding principal amount of the Notes and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 7.5(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout therefrom such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.5(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes of each applicable series, but it may retain the money so received by it and invest or deposit the same in trust as provided in Section 11.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.7 provided, in payment, rateably and proportionately to the holders of DebenturesDebentureholders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Ordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assignsassigns or as it may direct; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.7(a)(i), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company any Obligor pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Companyany Obligor, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its the reasonable compensation, costs, charges, expenses, borrowings, advances of the Trustee or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this IndentureIndenture and the Indenture Documents, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company any Obligor or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company any Obligor or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 12.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 87 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies upon presentation of the Notes and the notation thereon (or in the hands case of uncertificated Notes, in accordance with the Trustee’s Internal Procedures) of the Trustee available for such purpose, as followspayment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of the Holders in accordance with Article 12 and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 7.6(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding DebenturesNotes of each applicable series, but it may retain the money so received by it and invest or deposit the same as provided in Section 11.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b8.6(1)(b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of of: (i) principal first and then (ii) accrued but and unpaid interest and (iii) interest on amounts in default default, unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause subsection (ba) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary of the Corporation (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary of the Corporation but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 12.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. ‌ (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a7.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. ‌ (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to (and in the case of applicable withholding taxes, if any, on behalf of) the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 13.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on (if any) and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest (if any) on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Personperson's interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 87, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (i) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.7 provided, in payment, rateably and proportionately to the holders of DebenturesDebentureholders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Ordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assignsassigns or as it may direct; provided, however, that no payment shall be made pursuant to clause (bii) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest on all Debentures which are not so held.principal, premium (if (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 7.7(a)(i), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in or distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its the reasonable compensation, costs, charges, expenses, borrowings, advances of the Trustee or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this IndentureIndenture and the Indenture Documents, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies money received by the Trustee from the Company pursuant to the foregoing provisions of this Article 86, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the Company, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, purpose as follows: (ia) first, in payment or in reimbursement to of the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Note Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 6.13 provided, in payment, rateably ratably and proportionately to the holders of DebenturesHolders, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding outstanding, in the priority of principal first accrued and then accrued but unpaid interest and interest on amounts in default first and then principal, unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in with respect of to the principal and/or the or interest on of any Debenture Note held, directly or indirectly, by or for the benefit of the Company or any Subsidiary (other than any Debenture Note pledged for value and in good faith to a Person person other than the Company or any Subsidiary Subsidiary, but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest on of all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a1) Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person person other than the Company Corporation or any Subsidiary but only to the extent of such Person's person’s interest therein) except subject to the prior payment in full of the principal and interest (if any) on all Debentures which are not so held. (b2) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6(1)(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.9 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 87 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of principal (or premium, shall be appliedif any) or interest, together with any other monies in the hands upon presentation of the Trustee available for such purpose, as followsNotes and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid: (i) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (ii) second, but subject as hereinafter in this Section 8.6 7.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution a resolution of the Holders in accordance with Article 12 and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iii) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assignsassigns and/or the Guarantors, as the case may be; provided, however, that no payment shall be made pursuant to clause (bSection 7.6(a)(ii) above in respect of the principal and/or the principal, premium or interest on any Debenture Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary of the Issuer (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary of the Issuer but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) Except as herein otherwise expressly provided, any monies received money collected by the Trustee from the Company pursuant to the foregoing provisions of this Article 86 shall be applied in the following order, at the date or as a result of legal or other proceedings or from any trustee dates fixed by the Trustee and, in bankruptcy or liquidator case of the Companydistribution of such money on account of Deemed Value Payments or interest on the Deemed Value of the Gold Quantity represented by the Notes, shall be applied, together with any other monies upon presentation of the Notes and the notation thereon (or in the hands case of Uncertificated Notes, in accordance with the Trustee’s Internal Procedures) of the Trustee available for such purpose, as followspayment if only partially paid and upon surrender thereof if fully paid: (ia) first, in payment or in reimbursement to the Trustee of its reasonable compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein providedincluding indemnities; (iib) second, but subject as hereinafter in this Section 8.6 6.6 provided, in payment, rateably and proportionately to the holders of DebenturesHolders, of the principal of and Deemed Value Payments, accrued and unpaid interest on the Deemed Value of the Gold Quantity represented by such Notes and interest on amounts in default on the Debentures Notes which shall then be outstanding in the priority of principal Deemed Value Payments first and then accrued but and unpaid interest and then interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal Deemed Value Payments and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Issuer or its assigns; assigns and/or the Guarantor, as the case may be, provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the Deemed Value Payments or interest on any Debenture the Deemed Value of the Gold Quantity represented by Notes held, directly or indirectly, by or for the benefit of the Company Issuer or any Subsidiary (other than any Debenture Notes pledged for value and in good faith to a Person other than the Company Issuer or any Subsidiary but only to the extent of such Person's ’s interest therein) ), except subject to the prior payment in full of the principal Deemed Value Payments and interest on the Deemed Value of the Gold Quantity represented by such Notes on all Debentures Notes which are not so held. (b) The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.

Application of Monies by Trustee. (a) ‌ 8.6.1 Except as herein otherwise expressly provided, any monies received by the Trustee from the Company Corporation pursuant to the foregoing provisions of this Article 8, or as a result of legal or other proceedings or from any trustee in bankruptcy or liquidator of the CompanyCorporation, shall be applied, together with any other monies in the hands of the Trustee available for such purpose, as follows: (ia) first, in payment or in reimbursement to the Trustee of its compensation, costs, charges, expenses, borrowings, advances or other monies furnished or provided by or at the instance of the Trustee in or about the execution of its trusts under, or otherwise in relation to, this Indenture, with interest thereon as herein provided; (iib) second, but subject as hereinafter in this Section 8.6 provided, in payment, rateably and proportionately to the holders of Debentures, of the principal of and premium (if any) and accrued and unpaid interest on and interest on amounts in default on the Debentures which shall then be outstanding in the priority of principal first and then premium and then accrued but and unpaid interest and interest on amounts in default unless otherwise directed by Extraordinary Resolution and in that case in such order or priority as between principal principal, premium (if any) and interest as may be directed by such resolution; and (iiic) third, in payment of the surplus, if any, of such monies to the Company Corporation or its assigns; provided, however, that no payment shall be made pursuant to clause (b) above in respect of the principal and/or the principal, premium or interest on any Debenture held, directly or indirectly, by or for the benefit of the Company Corporation or any Subsidiary (other than any Debenture pledged for value and in good faith to a Person other than the Company Corporation or any Subsidiary but only to the extent of such Person's ’s interest therein) except subject to the prior payment in full of the principal principal, premium (if any) and interest (if any) on all Debentures which are not so held. (b) 8.6.2 The Trustee shall not be bound to apply or make any partial or interim payment of any monies coming into its hands if the amount so received by it, after reserving thereout such amount as the Trustee may think necessary to provide for the payments mentioned in subsection 8.1(aSection 8.6.1(a), is insufficient to make a distribution of at least 2% of the aggregate principal amount of the outstanding Debentures, but it may retain the money so received by it and invest or deposit the same as provided in Section 14.8 until the money or the investments representing the same, with the income derived therefrom, together with any other monies for the time being under its control shall be sufficient for the said purpose or until it shall consider it advisable to apply the same in the manner hereinbefore set forth. The foregoing shall, however, not apply to a final payment in distribution hereunder.