Common use of Debt Service Fund Clause in Contracts

Debt Service Fund. (a) The Debt Service Fund shall be held by the Trustee for the benefit of the Bonds. The Trustee shall withdraw from the Debt Service Fund, on or prior to each Interest Payment Date, an amount equal to the unpaid interest due on the Bonds on that date and shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount of such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Trustee is hereby authorized and directed to establish a Debt Service Fund which shall consist of amounts deposited therein by the Trustee and any other amounts the Issuer may pay to the Trustee for deposit therein with respect to the related Series of Bonds. The Debt Service Fund shall be held by the Trustee for separate and apart from all other Funds and Accounts held under the benefit Indenture and from all other moneys of the BondsTrustee. The Trustee shall withdraw from establish within the Debt Service FundFund pursuant to a Supplemental Indenture, on or prior a Series Principal Account, a Series Interest Account and, if applicable, a Series Sinking Fund Account for each Series of Bonds and a Series Capitalized Interest Account, which accounts shall be separate and apart from all other Funds and Accounts established under the Indenture and from all other moneys of the Trustee. The Trustee at all times shall make available to each any Paying Agent the funds in the Series Principal Account and the Series Interest Payment Date, an amount equal Account of the Debt Service Fund to pay the unpaid principal of the applicable Series of Bonds as they mature upon surrender thereof and the interest due on the applicable Series of Bonds on that date and as it becomes payable, respectively. When a Series of Bonds is redeemed, the amount, if any, in the Debt Service Fund representing interest thereon shall cause it to be applied to the payment of accrued interest in connection with such interest when dueredemption. The Trustee shall apply moneys in the Series Sinking Fund Account in the Debt Service Fund for purchase or redemption of the applicable Series of Bonds in amounts and maturities set forth in the Supplemental Indenture. Whenever Bonds of a Series are to be purchased out of such Series Sinking Fund Account, if the Issuer shall notify the Trustee that the Issuer wishes to arrange for such purchase, the Trustee shall comply with the Issuer’s arrangements provided they conform to the Indenture. Except to the extent otherwise provided in a Supplemental Indenture with respect to a Series of Bonds, purchases and redemptions out of the Series Sinking Fund Account shall be made as follows: (a) The Trustee shall apply the amounts required to be transferred to the Series Sinking Fund Account (less any moneys applied to the purchase of Bonds of the applicable Series pursuant to the next sentence hereof) on the mandatory sinking fund redemption date in each of the years set forth in the Supplemental Indenture to the redemption of Bonds of the related Series in the amounts, manner and maturities and on the dates set forth in the Supplemental Indenture, at a Redemption Price of 100% of the principal amount thereof. At the written direction of the Issuer, the Trustee shall apply moneys from time to time available in the Series Sinking Fund Account to the purchase of Bonds of the applicable Series which mature in the aforesaid years, at prices not higher than the principal amount thereof, in lieu of redemption as aforesaid, provided that firm purchase commitments can be made before the notice of redemption would otherwise be required to be given. In the event of purchases at less than the principal amount thereof, the difference between the amount in the Series Sinking Fund Account representing the principal amount of the Bonds so purchased and the purchase price thereof (exclusive of accrued interest) shall be transferred to the related Series Interest Account of the Debt Service Fund. (b) If Accrued interest on purchased Bonds of a Series shall be paid from the withdrawals required under subsection (a) related Series Interest Account of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fund. (c) In lieu of paying the Debt Service Requirements necessary to allow any mandatory redemption of Bonds of a Series from the related Series Sinking Fund Account, on or prior the Issuer may present to each Principal Payment Datethe Trustee Bonds of such Series purchased by the Issuer pursuant to subparagraph (a) above and furnished for such purposes; provided, however, that no Bonds of such Series so purchased shall be credited towards the Debt Service Requirements in respect of the mandatory redemption of Bonds of such Series for which notice of redemption has been given pursuant to Section 8.02 of this Master Indenture. Any Bond so purchased shall be presented to the Trustee for cancellation. In such event, the Debt Service Requirements with respect to the Bonds of a Series for the period in which the purchased Bonds are presented to the Trustee shall, for all purposes hereunder, be reduced by an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the aggregate principal of the Bonds when due. (c) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount of such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no any such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund thereforpresented. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Trustee shall pay out of the appropriate Account of the Debt Service Fund on or before each Interest Payment Date for any of the Bonds the amount required for the interest payment on such Interest Payment Date, and shall be held by pay out of the appropriate Account of the Debt Service Fund on or before each Principal Payment Date, the amount required for the Principal Payment due on such due date; provided, that if any special fund, account or subaccount has been created for the payment of capitalized interest on the Bonds or any Series thereof, the Trustee shall apply any amounts transferred to the Debt Service Fund from such special fund, account or subaccount to pay such interest prior to the use of any amounts in the Debt Service Fund for such purpose. On or before any Redemption Date for Bonds to be redeemed, the benefit Trustee shall pay out of the Bonds. The Trustee shall withdraw from appropriate Account of the Debt Service Fund, on or prior from available amounts deposited therein from time to each Interest Payment Datetime, an amount equal to the unpaid Redemption Price of and interest due on the Bonds on that date and shall cause it then to be applied to the payment of such interest when dueredeemed. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the The Trustee shall withdraw from apply amounts in the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part appropriate Account of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In with respect to any Mandatory Sinking Fund Installment (together with amounts in the event that amounts on deposit in appropriate Account of the Debt Service Fund are insufficient with respect to make interest on the transfers under subsections (aBonds for which such Mandatory Sinking Fund Installment was established) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount of such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of Bonds of the Term Bonds in the manner provided in this Section Series and Article IV, provided that no maturity for which such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Mandatory Sinking Fund Installment due date was established for in an amount not exceeding that necessary to complete the retirement of such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Mandatory Sinking Fund InstallmentInstallment as hereinafter provided. Subject to the limitations set forth and referred to Unless otherwise provided in this Sectionany Supplemental Trust Agreement, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th 60th day but not later than the 30th day prior to preceding the due date of any such Mandatory Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption redemption, by giving notice as provided in Section 4.05, on that such due date a Principal Amount Bonds of Term Bonds subject to the Series and maturity for which such Mandatory Sinking Fund Installment was established (except in the case of Bonds maturing on the date a Mandatory Sinking Fund Installment is due) in such amount as shall be necessary to complete the retirement of such Mandatory Sinking Fund Installment; provided, that for this purpose the Principal Amount principal amount of the Term Bonds of such Series and maturity specified delivered by the Commission to the Trustee for cancellation not less than 60 days prior to such due date, as provided in subsection (c) of this Section, shall be credited against the amount of such Mandatory Sinking Fund Installment. . (c) Upon any purchase pursuant to subsection (d) of this Section, or any redemption, pursuant to any redemption provision (other than a mandatory sinking fund redemption provision) of this Trust Agreement or any Supplemental Trust Agreement, of Bonds of any Series and maturity for which Mandatory Sinking Fund Installments have been established, the Trustee shall credit the principal amount of such Bonds so purchased or redeemed toward the next Mandatory Sinking Fund Installment or Installments for such Bonds of such Series and maturity. (d) The Trustee shall withdraw from shall, at any time at the Direction of the Commission, apply amounts available in the appropriate Account of the Debt Service FundFund pursuant to Section 4.03(d) for application against the payment of any Principal Payments for purchase of Bonds of any Series and maturity for which such Mandatory Sinking Fund Installments has been established at a price no greater than the Redemption Price therefor. (e) Except as otherwise provided in Section 5.11, on or prior to the due date Trustee shall apply amounts in the Debt Service Account of the next Sinking Debt Service Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied only to the payment of Debt Service on the Redemption Price thereof Bonds in the manner and at the times provided in subsections (a), (b), (c) and (d) of this Section. If any amounts remain on such date. If, by application of moneys deposit in the Debt Service FundAccount when there are no Bonds Outstanding, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of transfer such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Within the Debt Service Fund the following Accounts are created: (1) the Series 201lA Debt Service Account; and (2) the Series 201lB Debt Service Account. (b) On each Principal Payment Date, funds on deposit in the Series 2011A Debt Service Account shall be held by the Trustee for the benefit applied to pay principal of the Bonds. The Trustee shall withdraw from the Debt Service Fund, Series 201lA Bonds then due and on or prior to each Interest Payment Date, an amount equal to funds on deposit in the unpaid interest due on the Bonds on that date and Series 2011A Debt Service Account shall cause it to be applied to the payment of such pay interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fund, on or prior to Series 201lA Bonds then due. On each Principal Payment Date, an amount equal to funds on deposit in the Principal Amount of the Outstanding Bonds, if any, maturing on that date and Series 201lB Debt Service Account shall cause it to be applied to the payment of the pay principal of the Series 201lB Bonds when then due and on each Interest Payment Date, funds on deposit in the Series 201lB Debt Service Account shall be applied to pay interest on the Series 201lB Bonds then due. (c) Each withdrawal from If two (2) Business Days prior to any Payment Date, the amount on deposit in any Account within the Debt Service Fund under subsections (a) and (b) is insufficient to pay the principal of this Section or interest on the applicable Series of Bonds for which such Account has been established, the Trustee shall be made on or immediately prior provide notice to the Interest Payment Date or Principal Payment Date Authority of such shortfall and, to which it relatesthe extent that funds in the CFC Stabilization Fund are insufficient to fund such shortfall, the Trustee shall proceed to draw upon the other Funds and Accounts held under this Agreement as provided in Section 6.03(d). (d) Upon the amount so withdrawn shall be deemed to be part issuance of any Series of Additional Bonds (other than Subordinate Bonds), such additional Accounts within the Debt Service Fund until may be created, and the funds within such Interest Payment Date or Principal Payment Date. In Accounts applied, as may be provided in the event Supplemental Agreement entered into in connection with the issuance of such Bonds. (e) Notwithstanding any provision of this Agreement to the contrary, on the date that the funds on deposit in the Reserve Funds, plus the amounts if any, on deposit in the Debt Service Fund Fund, are insufficient sufficient to make pay the transfers under subsections remaining principal of, premium, if any, and interest on the Bonds (aother than Subordinate Bonds) as and (b) when required thereunderdue, the Authority may direct the Trustee shall to transfer the funds on deposit in the Reserve Funds to the Debt Service Fund and apply the amount of such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied same to the payment of the Redemption Price thereof on such date. If, by application final maturities of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect principal of such Term Bonds for such Bond YearBonds, premium, if any, and interest thereon as and when due on the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereonPayment Dates. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Trustee shall pay out of the Debt Service Fund the principal and Sinking Fund Installments of and interest on all Outstanding Bonds as the same is due and payable. Amounts paid to a Paying Agent for payments pursuant to this Section shall be held by irrevocably pledged to and applied to such payments. (b) In the event that on the second Business Day or on any subsequent date preceding any date on which the principal or Sinking Fund Installment of or interest on Outstanding Bonds is due the amount in the Debt Service Fund is less than the amount required for payment of the interest on and the principal and Sinking Fund Installments of the Outstanding Bonds due on said date, the Trustee for shall withdraw, first, from the benefit of Debt Retirement Fund, and then from the Bonds. The Trustee shall withdraw from Debt Service Reserve Fund, and deposit to the Debt Service Fund, on or prior such amount as will increase the amount therein to each Interest Payment Date, an amount equal sufficient to the unpaid interest due on the Bonds on that date and make such payments; provided, however, no amount shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw withdrawn from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal Retirement Fund if and to the Principal Amount extent such amount is required to pay the Redemption Price or purchase price of the Outstanding Bonds, if any, maturing on that date and shall cause it Bonds theretofore called for redemption or contracted to be applied to the payment of the principal of the Bonds when duepurchased. (c) Each withdrawal from Notwithstanding the Debt Service Fund under subsections (a) and (b) provisions of this Section shall be made on or immediately Section, the Corporation may, at any time subsequent to the first day of any Fiscal Year but in no event less than twenty (20) days prior to the Interest Payment Date or Principal Payment Date to succeeding date on which it relates, and the amount so withdrawn shall be deemed a Sinking Fund Installment is scheduled to be part of due, direct the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts Trustee to purchase, with money on deposit in the Debt Service Fund, at a price not in excess of par plus interest accrued and unpaid to the date of such purchase, Term Bonds to be redeemed from such Sinking Fund are insufficient Installment. Any Term Bond so purchased or otherwise purchased and delivered to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer be canceled upon receipt thereof by the Trustee and evidence of such cancellation shall be given to the Debt Service Fund the Corporation. The principal amount of each Term Bond so canceled shall be credited against the Sinking Fund Installment due on such insufficiency from the Debt Service Reserve Funddate. (d) The Trustee shall apply money Money in the Debt Service Fund to on the purchase or the redemption last day of each Fiscal Year in excess of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each amount required to pay principal or Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable Installments of or interest on Outstanding Bonds on the next date succeeding Principal Payment Date, including the income or interest earned on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount investment of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject be withdrawn and transferred first, to redemption from moneys in the Debt Service Reserve Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Yearamount, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Yearif any, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy as may be necessary to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to make the amount of on deposit in such excess the years in which Sinking Fund Installments are fund equal to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Reserve Fund Requirement, second, to the Subordinated Indebtedness Fund, in such amount, if any, as is necessary to make the amount on deposit therein equal to the principal of and interest due and payable on the Subordinated Indebtedness on the next Principal Payment Date and third, any excess remaining may at the direction of the Corporation either be retained therein or transferred to any other fund or account established pursuant hereto; provided, however, that if no direction has been given by the Corporation, the excess on the last day of each Fiscal Year shall be transferred upon receipt by the Trustee to the Revenue Residual Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Trustee shall pay out of the Debt Service Fund the principal and Sinking Fund Installments of and interest on all Outstanding Bonds as the same is due and payable. Amounts paid to a Paying Agent for payments pursuant to this Section shall be held by irrevocably pledged to and applied to such payments. (b) In the event that on the second Business Day or on any subsequent date preceding any date on which the principal or Sinking Fund Installment of or interest on Outstanding Bonds is due the amount in the Debt Service Fund is less than the amount required for payment of the interest on and the principal and Sinking Fund Installments of the Outstanding Bonds due on said date, the Trustee for shall withdraw, first, from the benefit of Debt Retirement Fund, and then from the Bonds. The Trustee shall withdraw from Debt Service Reserve Fund, and deposit to the Debt Service Fund, on or prior such amount as will increase the amount therein to each Interest Payment Date, an amount equal sufficient to the unpaid interest due on the Bonds on that date and make such payments; provided, however, no amount shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw withdrawn from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal Retirement Fund if and to the Principal Amount extent such amount is required to pay the Redemption Price or purchase price of the Outstanding Bonds, if any, maturing on that date and shall cause it Bonds theretofore called for redemption or contracted to be applied to the payment of the principal of the Bonds when duepurchased. (c) Each withdrawal from Notwithstanding the Debt Service Fund under subsections (a) and (b) provisions of this Section shall be made on or immediately Section, the Corporation may, at any time subsequent to the first day of any Fiscal Year but in no event less than twenty (20) days prior to the Interest Payment Date or Principal Payment Date to succeeding date on which it relates, and the amount so withdrawn shall be deemed a Sinking Fund Installment is scheduled to be part of due, direct the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts Trustee to purchase, with money on deposit in the Debt Service Fund, at a price not in excess of par plus interest accrued and unpaid to the date of such purchase, Term Bonds to be redeemed from such Sinking Fund are insufficient Installment. Any Term Bond so purchased or otherwise purchased and delivered to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer be canceled upon receipt thereof by the Trustee and evidence of such cancellation shall be given to the Debt Service Fund the Corporation. The principal amount of each Term Bond so canceled shall be credited against the Sinking Fund Installment due on such insufficiency from the Debt Service Reserve Funddate. (d) The Trustee shall apply money Money in the Debt Service Fund to on the purchase or the redemption last day of each Fiscal Year in excess of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each amount required to pay principal or Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable Installments of or interest on Outstanding Bonds on the next date succeeding Principal Payment Date, including the income or interest earned on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount investment of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject be withdrawn and transferred first, to redemption from moneys in the Debt Service Reserve Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Yearamount, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Yearif any, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy as may be necessary to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to make the amount of on deposit in such excess the years in which Sinking Fund Installments are fund equal to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Reserve Fund Requirement, second, to the Subordinated Indebtedness Fund, in such amount, if any, as is necessary to make the amount on deposit therein equal to the principal of and interest due and payable on the Subordinated Indebtedness on the next Principal Payment Date and third, any excess remaining may at the direction of the Corporation either be retained therein or transferred to any other fund or account established pursuant hereto; provided, however, that if no direction has been given by the Corporation, the excess on the last day of each Fiscal Year shall be transferred upon receipt by the Trustee to the Revenue Residual Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.. DRAFT

Debt Service Fund. (a) The On or before the Effective Date, Borrower shall (i) cause to be deposited $2,000,000 into the Debt Service Fund shall be held by the Trustee for the benefit Account, which amount represents four-sevenths (4/7) of the Bonds. The Trustee shall withdraw from the Debt Service FundFund Amount (the “Cash Portion of the Debt Service Fund Amount”), on or prior and (ii) cause REG to each Interest Payment Datedeliver the Debt Service Fund Guaranty to Lender, an amount equal which Debt Service Fund Guaranty shall guarantee the payments to be made by REG pursuant to the unpaid interest due on the Bonds on that date and shall cause it to be applied to the payment terms of such interest when duethis Section 3.6. (b) If Upon the withdrawals required failure of Borrower to make any payment of principal and/or interest under subsection the Construction/Term Loan when due under this Agreement (aeach a “Missed Payment”), Lender, at its option, may elect to both (i) apply the portion of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from Debt Service Fund Amount then in the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied Fund Account to the payment of four-sevenths (4/7) of such Missed Payment and (ii) demand payment under the principal Debt Service Fund Guaranty for three-sevenths (3/7) of such Missed Payment, provided, that such amount does not exceed three-sevenths (3/7) of the Bonds when dueDebt Service Fund Amount. If Lender applies any portion of Debt Service Fund Amount in the Debt Service Fund Account to the payment of a Missed Payment, Borrower shall cause to be deposited sums sufficient to ensure that four-sevenths (4/7) of the Debt Service Fund Amount is maintained in the Debt Service Fund Account within ten (10) days of such application (the “Debt Service Fund Replenishment Deposits). Borrower’s failure to deposit such sums within such ten (10) day period shall be an Event of Default. (c) Each withdrawal from Upon the Debt Service Fund occurrence of a Default or Event of Default under subsections this Agreement, Lender shall have the right to (ai) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part liquidate all of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit Amount in the Debt Service Fund are insufficient Account, (ii) demand payment from Borrower as to make the transfers any Debt Service Fund Replenishment Deposits required pursuant to Section 3.6(b) but that have not been made by Borrower, (iii) demand payment under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount Guaranty as to (X) three-sevenths (3/7th) of such insufficiency from the Debt Service Reserve FundFund Amount plus (Y) any amounts that REG has failed to pay pursuant to Section 3.6(b), and apply such amounts to the Borrower’s Obligations with respect to the Construction/Term Loan only. (d) The Trustee shall apply money Interest income earned on amounts deposited in the Debt Service Fund to the purchase or the redemption of the Term Bonds Account shall remain in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking said Debt Service Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in Account until the Debt Service Fund thereforis either (i) liquidated pursuant to the terms of this Agreement or (ii) released to Borrower upon payment in full of Borrower’s Obligations with respect to the Construction/Term Loan; provided, however, that, upon the request of Borrower, which request shall be permitted no more often that once per calendar quarter, Lender shall transfer such interest income to an operating account of Borrower maintained with Lender pursuant to Section 7.26 hereof. (e) As soon as practicable after Borrower and Lender each agree, for the 45th day but benefit of REG, not later than to modify or amend this Section 3.6 without the 30th day prior to the due date written consent of any Sinking Fund InstallmentREG, the Trustee which consent shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall not be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fundunreasonably conditioned, on withheld, delayed, or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereondenied. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Debt Service Fund shall be held by maintained in the custody of the Trustee for the benefit of the Bonds. The Trustee shall withdraw from the Debt Service Fund, on or prior to each Interest Payment Date, an amount equal to the unpaid interest due on the Bonds on that date as a trust fund and shall cause it be used, subject to be applied to Section 7.07 hereof, solely for the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fundon Parity Bonds, on or prior to each Principal Payment Date, an amount equal and to the Principal Amount extent provided herein, for the purchase for cancellation of Parity Bonds. In addition to the Outstanding Bonds, if any, maturing on that date and shall cause it amounts to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from deposited in the Debt Service Fund under subsections (apursuant to Section 5.03(c) and (b) of this Section hereof, the Trustee also shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of deposit into the Debt Service Fund until such Interest Payment Date all other amounts required hereunder or Principal Payment Dateunder the Lease to be deposited therein. In the event that All amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and shall be Pledged Funds for purposes of this Indenture. (b) when required thereunderOn each Interest Payment Date for the Bonds, the Trustee shall transfer pay or cause to be paid out of the Interest Account in the Debt Service Fund the amount interest due on the Bonds and further pay out of such insufficiency from the Interest Account of the Debt Service Reserve FundFund any amounts required for the payment of accrued interest upon any redemption (including any mandatory sinking fund redemption) of Bonds. (c) On each principal payment or redemption date for the Bonds, the Trustee shall pay or cause to be paid to the respective Paying Agents therefor out of the Principal Account of the Debt Service Fund the principal amount, if any, due on the Bonds (including such amounts as shall be due by mandatory sinking fund redemption). (d) In lieu of the Bonds being redeemed through mandatory sinking fund redemption, the State may negotiate or arrange for purchase of Bonds by the Trustee on behalf of the State in such manner (through brokers or otherwise, and with or without receiving tenders) as it shall in its discretion determine. The State shall cause such Bonds to be delivered to the Trustee for cancellation. The Trustee, upon presentation to the Trustee of Bonds to be purchased accompanied by a written request of an Authorized Officer to the Trustee requesting payment therefor, shall apply money provide monies for payment of the purchase price for any such Bonds from the moneys deposited in the Principal Account of the Debt Service Fund to and the purchase or the redemption payment of the Term Bonds accrued interest shall be made out of moneys deposited in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu Interest Account of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund thereforFund; provided that any such purchase shall not be at a price greater than the par amount thereof plus accrued interest thereon. Bonds so purchased and delivered shall be canceled by the Trustee. (e) As soon as practicable after The State shall receive a credit in respect of mandatory sinking fund installments for any Bonds which are subject to mandatory sinking fund redemption and which are delivered by the 45th State or ABPC to the Trustee on or before the forty-fifth (45th) day but not later than the 30th day next preceding any mandatory sinking fund payment date and for any Bonds which prior to the due said date of any Sinking Fund Installment, have been purchased or redeemed (otherwise than through mandatory sinking fund provisions) and canceled by the Trustee and not theretofore applied as a credit against any sinking fund installment. Each Bond so delivered, canceled or previously purchased or redeemed shall proceed pursuant to Section 4.3 to call for redemption be credited by the Trustee at one hundred per cent (100%) of the principal amount thereof against the obligation of the State on that such mandatory sinking fund payment date a Principal Amount of Term Bonds subject with respect to such Sinking Fund Installment in such Bonds, and the principal amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior Bonds to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption be redeemed on such date pursuant to this subsection; shall be reduced accordingly, and any excess over such principal amount shall cause it be credited on future sinking fund installments in direct chronological order, and the principal amount of such Bonds to be applied to the payment of the Redemption Price thereof on such date. If, redeemed by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction mandatory sinking fund payments shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereonaccordingly reduced. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Trustee shall pay out of the Debt Service Fund the principal and Sinking Fund Installments of and interest on all Outstanding Bonds as the same is due and payable. Amounts paid to a Paying Agent for payments pursuant to this Section shall be held by irrevocably pledged to and applied to such payments. In the event that on the second Business Day or on any subsequent date preceding any date on which the principal or Sinking Fund Installment of or interest on Outstanding Bonds is due the amount in the Debt Service Fund is less than the amount required for payment of the interest on and the principal and Sinking Fund Installments of the Outstanding Bonds due on said date, the Trustee for shall withdraw, first, from the benefit of Debt Retirement Fund, and then from the Bonds. The Trustee shall withdraw from Debt Service Reserve Fund, and deposit to the Debt Service Fund, on or prior such amount as will increase the amount therein to each Interest Payment Date, an amount equal sufficient to the unpaid interest due on the Bonds on that date and make such payments; provided, however, no amount shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw withdrawn from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal Retirement Fund if and to the Principal Amount extent such amount is required to pay the Redemption Price or purchase price of the Outstanding Bonds, if any, maturing on that date and shall cause it Bonds theretofore called for redemption or contracted to be applied purchased. Notwithstanding the provisions of this Section, the Corporation may, at any time subsequent to the payment first day of the principal of the Bonds when due. any Fiscal Year but in no event less than twenty (c20) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately days prior to the Interest Payment Date or Principal Payment Date to succeeding date on which it relates, and the amount so withdrawn shall be deemed a Sinking Fund Installment is scheduled to be part of due, direct the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts Trustee to purchase, with money on deposit in the Debt Service Fund, at a price not in excess of par plus interest accrued and unpaid to the date of such purchase, Term Bonds to be redeemed from such Sinking Fund are insufficient Installment. Any Term Bond so purchased or otherwise purchased and delivered to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer be canceled upon receipt thereof by the Trustee and evidence of such cancellation shall be given to the Debt Service Fund the Corporation. The principal amount of each Term Bond so canceled shall be credited against the Sinking Fund Installment due on such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money date. Money in the Debt Service Fund to on the purchase or the redemption last day of each Fiscal Year in excess of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each amount required to pay principal or Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable Installments of or interest on Outstanding Bonds on the next date succeeding Principal Payment Date, including the income or interest earned on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount investment of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject be withdrawn and transferred first, to redemption from moneys in the Debt Service Reserve Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Yearamount, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Yearif any, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy as may be necessary to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to make the amount of on deposit in such excess the years in which Sinking Fund Installments are fund equal to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Reserve Fund Requirement, second, to the Subordinated Indebtedness Fund, in such amount, if any, as is necessary to make the amount on deposit therein equal to the principal of and interest due and payable on the Subordinated Indebtedness on the next Principal Payment Date and third, any excess remaining may at the direction of the Corporation either be retained therein or transferred to any other fund or account established pursuant hereto; provided, however, that if no direction has been given by the Corporation, the excess on the last day of each Fiscal Year shall be transferred upon receipt by the Trustee to the Revenue Residual Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Debt Service Fund shall be held by the Trustee for the benefit of the Bonds. The Trustee shall withdraw from deposit and credit to the Debt Service Fund, on or prior as and when received, the following amounts: (a) the Available Revenues required to each Interest Payment Date, an amount equal be transferred to the unpaid interest due on the Bonds on that date and shall cause it to be applied to the payment of such interest when due.Debt Service Fund under this Indenture; and (b) If all other moneys received by the withdrawals required Trustee under subsection (a) and pursuant to any of the provisions of this Section on Indenture or any other Financing Document, when accompanied by directions from the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from person depositing such moneys that such moneys are to be paid into the Debt Service Fund, . (1) to pay interest on or prior the Series 2022B Bonds as the same becomes due; (2) to each Principal Payment Date, an amount equal to the Principal Amount pay principal of the Outstanding BondsSeries 2022B Bonds as the same mature or become due and upon mandatory redemption, if any, maturing thereof; and (3) to pay principal on that date the Series 2022B Bonds as the same become due upon redemption (other than mandatory redemption) prior to maturity. The Trustee is authorized and shall cause it directed to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal withdraw sufficient funds from the Debt Service Fund under subsections (a) to pay principal of and (b) of this Section shall be made interest on the Series 2022B Bonds as the same become due and payable at maturity or immediately prior upon redemption and to make said funds so withdrawn available to the Interest Payment Date or Principal Payment Date to which it relatesTrustee and any Paying Agent for the purpose of paying said principal and interest. The Trustee, and upon the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount of such insufficiency written instructions from the Debt Service Reserve Fund. (d) The Trustee Issuer, shall apply money use excess moneys in the Debt Service Fund to the purchase redeem all or the redemption part of the Term Series 2022B Bonds in the manner provided in this Section Outstanding and Article IV, provided that no to pay interest to accrue thereon prior to such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next succeeding redemption date for which the required redemption notice may be given or on which such Term Bond could later redemption date as may be redeemed specified by the Issuer, in accordance with its terms as part the provisions of a Sinking Fund Installment. Subject Article III hereof, and to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of extent said moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund are in excess of the aggregate Sinking Fund Installment amount required for payment of Bonds theretofore matured or called for redemption. After payment in respect full of such Term the principal of and interest on the Series 2022B Bonds (or after provision has been made for such Bond Yearthe payment thereof as provided in this Indenture), the Trustee shall file with the Authority and the Borrower not later than reasonable fees, charges and expenses of the 20th day preceding Trustee, any Paying Agents and the close of such Bond YearIssuer, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, any other amounts required to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective paid under this Indenture, all amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt paid to the Revenue FundIssuer. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. 1. The Trustee shall pay out of the Debt Service Fund to the respective Paying Agents (ai) on or before each interest payment date for any of the Assessment Bonds, the amount required for the interest payable on such date; (ii) on or before each Principal Installment due date, the amount required for the Principal Installment for Assessment Bonds payable on such due date; and (iii) on or before any redemption date for the Assessment Bonds, the amount required for the payment of the Redemption Price of and interest on the Assessment Bonds then to be redeemed; provided, however, that if with respect to any Series of Assessment Bonds or portions thereof the amounts due on any such interest payment date and/or Principal Installment due date and/or redemption date are intended to be paid from a source other than amounts in the Debt Service Fund prior to any application of amounts in the Debt Service Fund to such payments, the Trustee shall not pay any such amounts to the Paying Agent until such amounts have failed to be provided from such other source at the time required and, if any such amounts due are paid from such other source, the Trustee shall apply the amounts in the Debt Service Fund to provide reimbursement for such payment from such other source, as provided in the agreement governing reimbursement of such amounts to such other source. Such amounts shall be applied by the Paying Agents on and after the due dates thereof. The Trustee shall also pay out of the Debt Service Fund (i) the accrued interest included in the purchase price of Assessment Bonds purchased for retirement and (ii) upon written instruction of the Authority any fees and charges related to Credit Facilities, Liquidity Facilities and Qualified Hedge Agreements. 2. The amount, if any, deposited in the Debt Service Fund from the proceeds of each Series of Assessment Bonds shall be set aside in such Fund and applied to the payment of interest on Assessment Bonds as provided and the Supplemental Agreement relating to the issuance of such Series of Assessment Bonds. 3. In the event the amount on deposit in the Debt Service Fund shall be held by less than the requirement of such Fund pursuant to paragraph (1) of Section 504, the Trustee for shall provide a certificate to the benefit Authority and the trustee under the Sales Tax Bond Trust Agreement setting forth the amount of the shortfall and shall receive such amount (to the extent available) from the Pledged Revenue Fund under the Sales Tax Bond Trust Agreement in accordance with Sections 504 and 506 thereof. 4. In the event of the refunding of any Assessment Bonds. The , the Authority may direct the Trustee shall to withdraw from the Debt Service FundFund all, on or prior any portion of, the amounts accumulated therein with respect to each Interest Payment Date, an amount equal to the unpaid interest due Debt Service on the Assessment Bonds on that date being refunded and shall cause it deposit such amounts in a separate account with the Trustee to be applied to held for the payment of the principal or Redemption Price, if applicable, of and interest on the Assessment Bonds being refunded; provided that such interest when due. withdrawal shall not be made unless (a) immediately thereafter Assessment Bonds being refunded shall be deemed to have been paid pursuant to subsection 2 of Section 1004, and (b) If the withdrawals required under subsection amount remaining in the Debt Service Fund, after giving effect to the issuance of Refunding Bonds and the disposition of the proceeds thereof, shall not be less than the requirement of such Fund pursuant to paragraph (a1) of this Section on 504. In the same and every prior Interest Payment Date have been madeevent of such refunding, the Authority may also direct the Trustee shall to withdraw from the Debt Service FundFund all, on or prior any portion of, the amounts accumulated therein with respect to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from the Debt Service on the Assessment Bonds being refunded and deposit such amounts in any Fund or Account under subsections this Trust Agreement; provided, however, that such withdrawal shall not be made unless clauses (a) and (b) of this Section shall be made on or immediately prior referred to hereinabove have been satisfied and provided, further, that, at the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount time of such insufficiency from withdrawal, there shall exist no deficiency in any Fund or Account held under this Trust Agreement (other than the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on Account into which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund thereforis being transferred). (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) There is hereby created by the District and established with the Trustee the special fund of the District designated its “Dock and Wharf Facility Revenue Bonds, Series 2016 (Jefferson Energy Companies Project) Debt Service Fund” (herein referred to as the “Debt Service Fund”). The Debt Service Fund shall be held by the Trustee for the benefit of the Bondscontain a Principal Account and an Interest Account. The Trustee Interest Account shall withdraw from contain a Bond Proceeds Subaccount and a Prepaid Rent Subaccount. The money deposited to the Debt Service Fund, on or prior to each Interest Payment Datetogether with all investments thereof and investment income therefrom, an amount equal to the unpaid interest due on the Bonds on that date shall be held in trust and shall cause it to be applied to the payment of such interest when duesolely as provided in this Section. (b) If On the withdrawals required under subsection (a) date of this Section on issuance of the same and every prior Interest Payment Date have been madeSeries 2016 Bonds, the Trustee shall withdraw (i) transfer the amount set forth in the Approval Certificate from the Closing Fund to the Bond Proceeds Subaccount of the Interest Account of the Debt Service Fund and (ii) deposit into the Prepaid Rent Subaccount of the Interest Account of the Debt Service Fund the amount set forth in the Approval Certificate from pre-paid Facilities Lease Rent due under the Facilities Lease for the payment of interest to accrue from and after the Issue Date to, but not including, March 7, 2018. (c) In addition to the deposits required pursuant to Section 4.04(b) hereof, the Trustee shall deposit to the credit of the Debt Service Fund, on or prior immediately upon receipt, (1) Rent due and payable by the Company pursuant to each Principal Payment Date, an amount equal the Facilities Lease not paid by the Credit Enhancer and (2) any other amounts delivered to the Trustee specifically for deposit thereto. Facilities Lease Rent shall be deposited to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied Account to the payment extent paid in respect of the principal of the Bonds when due or to become due and to the Interest Account to the extent paid in respect of interest on the Bonds due or to become due. (cd) Each withdrawal from All amounts in the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part Account of the Debt Service Fund until such shall be used and withdrawn by the Trustee solely for the purpose of paying the maturing principal (but not the Purchase Price) of the Bonds. (e) All amounts in the Interest Payment Date or Principal Payment DateAccount of the Debt Service Fund shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable, without further direction from the District, in the amounts and from the applicable Subaccount as set forth on Schedule I hereto. In the event that amounts funds remain on deposit in the Bond Proceeds Subaccount on the First Initial Bonds Remarketing Date, the principal amount of the Bonds remarketed or purchased pursuant to the Standby Bond Purchase Agreement, as applicable, shall be reduced by the amount on deposit in the Bond Proceeds Subaccount, and Bonds in such amount shall be redeemed with such balance at a price equal to the Purchase Price and cancelled. (f) If, on any day on which any payment of principal of (premium, if any) and interest on the Multi-Modal Bonds shall become due, there is an insufficient amount on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunderpay such amounts due by 10:00 a.m., New York, New York time, the Trustee shall transfer promptly give telephonic notice to the Debt Service Fund District, the Company, the Credit Enhancer, if any, and the Tender Agent of the amount of the deficiency, and the Trustee is hereby directed to make a drawing on the Credit Facility, if any, for such insufficiency from the Debt Service Reserve Fundamount. (dg) The Trustee If, by 10:00 a.m., New York, New York time fourteen (14) days prior to any day on which any payment of principal of, premium, if any, and interest on Initial Bonds shall apply money become due, there is an insufficient amount on deposit in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no pay such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Sectionamounts due, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy provide notification via Electronic Means to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund InstallmentDistrict, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount Company, Jefferson Holdings and FTAI of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price deficiency, and shall demand payment of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys by Jefferson Holdings in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out accordance with Section 2.04 of the Debt Service Fund except as provided in this SectionStandby Bond Purchase Agreement.

Debt Service Fund. (a) The Debt Service Fund shall be held by the Trustee for the benefit of the Bonds. The Bond Trustee shall withdraw from the Debt Service Fund, on or prior to each Interest Payment Date, an amount equal deposit and credit to the unpaid interest due on the Bonds on that date and shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount of such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys account in the Debt Service Fund, as and when received, the Trustee shall purchase in any Bond Year Term Bonds subject following: (a) All Lease Payments made by FHLBank pursuant to redemption Section 4.1 of the Lease Agreement. (b) Any amount required to be transferred from moneys the Project Fund to the Debt Service Fund pursuant to Section 409 hereof. (c) Interest earnings and other income on Permitted Investments required to be deposited in the Debt Service Fund in excess pursuant to Section 409 hereof. (d) All other moneys received by the Bond Trustee under and pursuant to any of the aggregate Sinking Fund Installment in respect provisions of this Bond Indenture or the Lease Agreement, when accompanied by directions from the person depositing such Term Bonds for moneys that such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments moneys are to be reduced and paid into the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000Debt Service Fund. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of The moneys in the Debt Service Fund shall be transferred upon receipt held in trust and, subject to the Revenue Fund. (g) No amount Section 707 hereof, shall be withdrawn applied solely in accordance with the provisions of this Bond Indenture to pay the principal of and redemption premium, if any, and interest on the Bonds as the same become due and payable at maturity, upon redemption, by acceleration or transferred otherwise. The Bond Trustee, upon the written instructions from or paid out the Issuer given pursuant to written direction of FHLBank, shall use excess moneys in the Debt Service Fund except to redeem all or part of the Bonds Outstanding and to pay interest to accrue thereon prior to such redemption and redemption premium, if any, on the next succeeding redemption date for which the required redemption notice may be given or on such later redemption date as may be specified by FHLBank, in accordance with the provisions of Article III hereof, so long as FHLBank is not in default with respect to any payments under the Lease Agreement and to the extent said moneys are in excess of the amount required for payment of Bonds theretofore matured or called for redemption. After payment in full of the principal of, redemption premium, if any, and interest on the Bonds (or after provision has been made for the payment thereof as provided in this SectionBond Indenture), and the fees, charges and expenses of the Bond Trustee, any Paying Agents and the Issuer, and any other amounts required to be paid under this Bond Indenture and the Lease Agreement, all amounts remaining in the Debt Service Fund shall be paid to FHLBank upon the expiration or sooner termination of the Lease Agreement.

Debt Service Fund. (a) The Debt Service Fund shall be held by the Trustee for the benefit of the Bonds. The Trustee shall withdraw from the Debt Service Fund, on or prior to each Interest Payment Date, an amount equal to the unpaid interest due on the Bonds on that date and shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts Monies on deposit in the Debt Service Fund shall be used for the payment of principal, interest, premium, if any, and any other amounts due and payable on the Bonds, DSR Bonds, DSR LOC Loans, DSR Term Loans, PPA LOC Loans, PPA Term Loans and Other Senior Debt and interest, fees and any other amounts (other than principal) due and payable on any DSR LOC Loans or PPA LOC Loans or under the DSR LOC Reimbursement Agreement or the PPA LOC Reimbursement Agreement (other than DSR LOC Agent Claims and PPA LOC Agent Claims). On any date that such amounts are insufficient to make due and payable and have been requisitioned in accordance with SECTION 3.3(B) (IV) - (VI) (Withdrawals from the transfers under subsections (a) and (b) when required thereunderRevenue Fund), the Trustee Collateral Agent shall transfer to withdraw the Debt Service Fund the amount of such insufficiency from the Debt Service Reserve Fund. (d) The Trustee shall apply money monies on deposit in the Debt Service Fund and remit such monies to the purchase or Persons entitled thereto for the redemption payment of the Term Bonds in the manner provided in this Section and Article IVsuch principal, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including interest, premium, if any brokerage and other chargesexpense. (b) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available If monies in the Debt Service Fund therefor. are insufficient on any date to make any required payment when due of principal, interest, premium, if any, and any other amounts due and payable on the Bonds, DSR Bonds, DSR LOC Loans, DSR Term Loans, PPA LOC Loans, PPA Term Loans and Other Senior Debt and interests fees and any other amounts (eother than principal) As soon as practicable after due and payable on any DSR LOC Loans or PPA LOC Loans or under the 45th day but not later DSR LOC Reimbursement Agreement or the PPA LOC Reimbursement Agreement (other than DSR LOC Agent Claims and PPA LOC Agent Claims), then the 30th day prior Collateral Agent shall withdraw funds and pay such deficiency first from the Distribution Suspense Account, then from the Partnership Distribution Fund, then from the Unrestricted Account and then from the Subordinated Debt Account (in each case to the due date extent funds are available in each such Fund). If an insufficient amount of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption monies remains on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys deposit in the Debt Service Fund following the transfers in excess the preceding sentence, then distribution of monies shall be made ratably to the aggregate Sinking Fund Installment Persons entitled thereto in respect of such Term Bonds for such Bond Year, the Trustee shall file accordance with the Authority order of priorities set forth in clauses (iv), (v) and the Borrower not later than the 20th day preceding the close (vi) of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. SECTION 3.3 (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund). (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.

Debt Service Fund. (a) The Debt Service Fund shall be held by the Trustee for the benefit of the Bonds. The Trustee shall withdraw from the Debt Service Fund, on or prior to each Interest Payment Date, an amount equal to the unpaid interest due on the Bonds on that date and shall cause it to be applied to the payment of such interest when due. (b) If the withdrawals required under subsection (a) of this Section on the same and every prior Interest Payment Date have been made, the Trustee shall withdraw from the Debt Service Fund, on or prior to each Principal Payment Date, an amount equal to the Principal Amount of the Outstanding Bonds, if any, maturing on that date and shall cause it to be applied to the payment of the principal of the Bonds when due. (c) Each withdrawal from the Debt Service Fund under subsections (a) and (b) of this Section shall be made on or immediately prior to the Interest Payment Date or Principal Payment Date to which it relates, and the amount so withdrawn shall be deemed to be part of the Debt Service Fund until such Interest Payment Date or Principal Payment Date. In the event that amounts on deposit in the Debt Service Fund are insufficient to make the transfers under subsections (a) and (b) when required thereunder, the Trustee shall transfer to the Debt Service Fund the amount of such insufficiency first from the Surplus Fund and then from the Debt Service Reserve Fund. (d) The Trustee shall apply money in the Debt Service Fund to the purchase or the redemption of the Term Bonds in the manner provided in this Section and Article IV, provided that no such Bonds shall be so purchased in lieu of redemption during the period of 45 days next preceding each Sinking Fund Installment due date established for such Term Bonds. The price paid by the Trustee (including any brokerage and other charges) for any Term Bond purchased pursuant to this subsection (d) shall not exceed the Redemption Price applicable on the next date on which such Term Bond could be redeemed in accordance with its terms as part of a Sinking Fund Installment. Subject to the limitations set forth and referred to in this Section, the Trustee shall purchase Term Bonds at such times, for such prices, in such manner (whether after advertisement for tenders or otherwise) as the Trustee shall be directed by a certificate of a Borrower Representative, with a copy to the Authority, and as may be possible with the amount of money available in the Debt Service Fund therefor. (e) As soon as practicable after the 45th day but not later than the 30th day prior to the due date of any Sinking Fund Installment, the Trustee shall proceed pursuant to Section 4.3 to call for redemption on that date a Principal Amount of Term Bonds subject to such Sinking Fund Installment in such amount as shall be necessary to complete the retirement of the Principal Amount of the Term Bonds of such maturity specified for such Sinking Fund Installment. The Trustee shall withdraw from the Debt Service Fund, on or prior to the due date of the next Sinking Fund Installment, an amount equal to the Principal Amount of the Term Bonds called for redemption on such date pursuant to this subsection; and shall cause it to be applied to the payment of the Redemption Price thereof on such date. If, by application of moneys in the Debt Service Fund, the Trustee shall purchase in any Bond Year Term Bonds subject to redemption from moneys in the Debt Service Fund in excess of the aggregate Sinking Fund Installment in respect of such Term Bonds for such Bond Year, the Trustee shall file with the Authority and the Borrower not later than the 20th day preceding the close of such Bond Year, a statement identifying such Term Bonds purchased and called for redemption during such Bond Year. The Borrower shall thereafter cause a certificate of a Borrower Representative, with a copy to the Authority, to be filed with the Trustee not later than the 10th day preceding the close of such Bond Year setting forth with respect to the amount of such excess the years in which Sinking Fund Installments are to be reduced and the respective amounts by which such Sinking Fund Installments are to be reduced; provided that such reduction shall be as nearly as practicable allocated pro rata among remaining Sinking Fund Installments so as to be in increments of $5,000. Upon the retirement of any Term Bonds by purchase or redemption pursuant to this Section, the Trustee shall file with the Authority and the Borrower a statement identifying such Bonds and setting forth the date of their purchase or redemption, the amount of the purchase price or the Redemption Price of such Term Bonds and the amount paid as interest thereon. (f) All interest and other income from time to time received from the deposit and investment of moneys in the Debt Service Fund shall be transferred upon receipt to the Revenue Fund. (g) No amount shall be withdrawn or transferred from or paid out of the Debt Service Fund except as provided in this Section.