Common use of Security and Priority; Flow of Funds Clause in Contracts

Security and Priority; Flow of Funds. In the event that at any time the funds held by the Bondowners’ Trustee shall be insufficient for the payment of the principal of, premium, if any, and interest then due on the TIFIA Bond, the Other TIFIA Bonds and the Other Second Tier Junior Obligations, such funds and all Pledged Taxes received or collected for the benefit or for the account of the TIFIA Lender and the owners of the Other Second Tier Junior Obligations by the Bondowners’ Trustee shall be applied as follows (provided, that all amounts held by the Bondowners’ Trustee derived from the TIFIA Debt Service Account, the TIFIA Reserve Account and any project fund created for the deposit of proceeds of the TIFIA Loan, together with the proceeds of the investment thereof, shall be applied solely to pay TIFIA Debt Service on the TIFIA Loan and debt service in respect of the Other TIFIA Bonds as required under the applicable Existing TIFIA Loan Documents related thereto): First, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of all installments of interest then due (including, without limitation, interest that is required to be capitalized in accordance with the terms of this Agreement, or, with respect to the Other TIFIA Bonds, in accordance with the applicable Existing TIFIA Loan Documents related thereto) in the order of the maturity of such installments, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, without any discrimination or preference; and Second, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of the unpaid principal (excluding the portion of the unpaid principal constituting capitalized interest to the extent included as interest then due under clause First above) and premium, if any, of the TIFIA Bond, the Other TIFIA Bonds and the Other Second Tier Junior Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full the amount due on any date, then to the payment thereof ratably, according to the amounts of principal and premium, if any, due on such date, without any discrimination or preference.

Security and Priority; Flow of Funds. In and the event Indenture Documents and shall not apply any portion of the Pledged Revenues in contravention of this Agreement or the Indenture Documents. The Indenture provides that at all Project Revenues shall, subject to Section [_______] thereof, be deposited in the Revenue Account and applied in the following order of priority, as more fully described, and in accordance with the requirements specified in Section [______] of the Indenture: [to any time the funds held payments then due and payable by the Bondowners’ Trustee shall be insufficient for Borrower to the [Rebate Account] established under the Indenture or any similar rebate fund established with respect to any future tax-exempt borrowings comprising Senior Obligation or Pari Passu Obligations;]74 [to the payment of Operations and Maintenance Expenses;] [to the payment of Major Maintenance Costs;] to the payment of fees, administrative costs and other expenses of the Trustee, and the TIFIA Lender; to the payment of the interest portion of Senior Debt Service and related Hedging Obligations then due (or the accrual of appropriate amounts in advance thereof); to the payment of the principal ofportion due of Senior Debt Service and Hedging Termination Obligations under Hedging Agreements incurred upon (A) termination of any Hedging Agreements in respect of tax or illegality events, premium, if any(B) upon failure of the Borrower to pay any Hedging Obligations when due (or the accrual of appropriate amounts in advance thereof), and (C) any mandatory prepayment of Senior Obligations; to fund the Senior Debt Service Reserve Account (as necessary so that the balance thereof equals the Senior Debt Service Reserve Required Balance); to the payment of the interest portion of TIFIA Debt Service then due on (or the TIFIA Bond, accrual of appropriate amounts in advance thereof); to the Other TIFIA Bonds and the Other Second Tier Junior Obligations, such funds and all Pledged Taxes received or collected for the benefit or for the account payment of the principal portion of TIFIA Lender and Debt Service then due (or the owners accrual of the Other Second Tier Junior Obligations by the Bondowners’ Trustee shall be applied as follows (provided, that all appropriate amounts held by the Bondowners’ Trustee derived from in advance thereof); to fund the TIFIA Debt Service Account, Reserve Account (as necessary so that the balance thereof equals the TIFIA Debt Service Reserve Required Balance); [to fund the Major Maintenance Reserve Account (as necessary so that the balance thereof equals the requirement therefor);] to the payment of Capital Expenditures; all prepayments required pursuant to Section 10(a) (Mandatory Prepayments); [to any payment of Subordinated Hedging Termination Obligations then due and any project fund created payable by the Borrower;] and for voluntary prepayments of the deposit of proceeds Senior Obligations and related Hedging Termination Obligations and for voluntary prepayments of the TIFIA Loan, together with the proceeds of the investment thereof, shall be applied solely to pay TIFIA Debt Service on the TIFIA Loan and debt service in respect of the Other TIFIA Bonds as required under the applicable Existing TIFIA Loan Documents related thereto): First, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of all installments of interest then due (including, without limitation, interest that is required to be capitalized in accordance with the terms of this Agreement, or, with respect to the Other TIFIA Bonds, in accordance with the applicable Existing TIFIA Loan Documents related thereto) in the order of the maturity of such installments, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, without any discrimination or preference; and Second, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of the unpaid principal (excluding the portion of the unpaid principal constituting capitalized interest to the extent included as interest then due under clause First above) and premium, if any, of the TIFIA Bond, the Other TIFIA Bonds and the Other Second Tier Junior Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full the amount due on any date, then to the payment thereof ratably, according to the amounts of principal and premium, if any, due on such date, without any discrimination or preference.Loan.7576

Security and Priority; Flow of Funds. In the event that at any time the funds held by the Bondowners’ Trustee shall be insufficient As security for the payment of the principal of, premium, if any, and interest then due on the TIFIA Bond, the Other TIFIA Bonds and the Other Second Tier Junior Obligations, such funds and all Pledged Taxes received or collected for the benefit or for the account of the TIFIA Lender and the owners of the Other Second Tier Junior Obligations by the Bondowners’ Trustee shall be applied as follows (provided, that all amounts held by the Bondowners’ Trustee derived from the TIFIA Debt Service Account, the TIFIA Reserve Account and any project fund created for the deposit of proceeds of the TIFIA Loan, together with the proceeds of the investment thereofBorrower shall pledge, assign and grant, or shall cause to be applied solely to pay TIFIA Debt Service on the TIFIA Loan pledged, assigned and debt service in respect of the Other TIFIA Bonds as required under the applicable Existing TIFIA Loan Documents related thereto): Firstgranted, to the payment to Trustee for the TIFIA Lender (in respect benefit of the TIFIA Loan and Lender, Liens on the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of all installments of interest then due (including, without limitation, interest that is required to be capitalized Trust Estate in accordance with the terms provisions of this Agreementthe Indenture Documents. The TIFIA Loan shall be secured by the Liens on the Trust Estate [and subordinate, or, during any period when a Bankruptcy Related Event with respect to the Other TIFIA BondsBorrower has not occurred, in accordance with only (except as otherwise required by law) to the applicable Existing TIFIA Loan Documents related thereto) in Lien on the order Trust Estate of the maturity of such installmentsSenior Obligations, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on Hedging Obligations and the same date, then to the payment thereof ratably, according to the amounts due thereon, without any discrimination or preference; and Second, to the payment to the TIFIA Lender Hedging Termination Obligations (other than Subordinated Hedging Termination Obligations) in respect of such Obligations. Upon the occurrence of a Bankruptcy Related Event with respect to the Borrower, the TIFIA Loan shall be secured by a first priority security interest in the Trust Estate on a parity with the Senior Obligations, the Hedging Obligations and the Other TIFIA BondsHedging Termination Obligations (other than Subordinated Hedging Termination Obligations) and the owners in respect of the Other Second Tier Junior Obligations of the unpaid principal such Senior Obligations].7071 Except (excluding the portion of the unpaid principal constituting capitalized interest i) for Permitted Liens, or (ii) to the extent included as interest then due under otherwise provided in clause First above(a) of this Section 8 (Security and premiumPriority; Flow of Funds), if anythe Trust Estate will be free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge of the TIFIA BondBorrower created under the Indenture Documents, and all organizational, regulatory or other necessary action on the Other TIFIA Bonds and part of the Other Second Tier Junior Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full the amount due on any date, then Borrower with respect to the payment thereof ratably, according to the amounts of principal foregoing has been duly and premium, if any, due on such date, without any discrimination or preferencevalidly taken.

Security and Priority; Flow of Funds. In and the event Indenture Documents and shall not apply any portion of the Pledged Revenues in contravention of this Agreement or the Indenture Documents. The Indenture provides that at all Project Revenues shall, subject to Section [_______] thereof, be deposited in the Revenue Account and applied in the following order of priority, as more fully described, and in accordance with the requirements specified in Section [______] of the Indenture: [to any time the funds held payments then due and payable by the Bondowners’ Borrower to the [Rebate Account] established under the Indenture or any similar rebate fund established with respect to any future tax-exempt borrowings comprising Senior Obligation or Pari Passu Obligations;]72: [to the payment of Operations and Maintenance Expenses;] to the payment of fees, administrative costs and other expenses of the Trustee shall be insufficient for and the TIFIA Lender; to the payment of the interest portion of Senior Debt Service and related Hedging Obligations then due (or the accrual of appropriate amounts in advance thereof); to the payment of the principal ofportion due of Senior Debt Service and Hedging Termination Obligations under Hedging Agreements incurred upon (A) termination of any Hedging Agreements in respect of tax or illegality events, premium, if any(B) upon failure of the Borrower to pay any Hedging Obligations when due (or the accrual of appropriate amounts in advance thereof), and (C) any mandatory prepayment of Senior Obligations; to fund the Senior Debt Service Reserve Account (as necessary so that the balance thereof equals the Senior Debt Service Reserve Required Balance); to the payment of the interest portion of TIFIA Debt Service then due on (or the TIFIA Bond, accrual of appropriate amounts in advance thereof); to the Other TIFIA Bonds and the Other Second Tier Junior Obligations, such funds and all Pledged Taxes received or collected for the benefit or for the account payment of the principal portion of TIFIA Lender and Debt Service then due (or the owners accrual of the Other Second Tier Junior Obligations by the Bondowners’ Trustee shall be applied as follows (provided, that all appropriate amounts held by the Bondowners’ Trustee derived from in advance thereof); to fund the TIFIA Debt Service Account, Reserve Account (as necessary so that the balance thereof equals the TIFIA Debt Service Reserve Required Balance); [to fund the Major Maintenance Reserve Account (as necessary so that the balance thereof equals the requirement therefor);] to the payment of Capital Expenditures; all prepayments required pursuant to Section 10(a) (Mandatory Prepayments); [to any payment of Subordinated Hedging Termination Obligations then due and any project fund created payable by the Borrower;] and for voluntary prepayments of the deposit of proceeds Senior Obligations and related Hedging Termination Obligations and for voluntary prepayments of the TIFIA Loan, together with the proceeds of the investment thereof, shall be applied solely to pay TIFIA Debt Service on the TIFIA Loan and debt service in respect of the Other TIFIA Bonds as required under the applicable Existing TIFIA Loan Documents related thereto): First, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of all installments of interest then due (including, without limitation, interest that is required to be capitalized in accordance with the terms of this Agreement, or, with respect to the Other TIFIA Bonds, in accordance with the applicable Existing TIFIA Loan Documents related thereto) in the order of the maturity of such installments, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, without any discrimination or preference; and Second, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of the unpaid principal (excluding the portion of the unpaid principal constituting capitalized interest to the extent included as interest then due under clause First above) and premium, if any, of the TIFIA Bond, the Other TIFIA Bonds and the Other Second Tier Junior Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full the amount due on any date, then to the payment thereof ratably, according to the amounts of principal and premium, if any, due on such date, without any discrimination or preference.Loan.7374

Security and Priority; Flow of Funds. In the event that at any time the funds held by the Bondowners’ Trustee shall be insufficient As security for the payment of the principal of, premium, if any, and interest then due on the TIFIA Bond, the Other TIFIA Bonds and the Other Second Tier Junior Obligations, such funds and all Pledged Taxes received or collected for the benefit or for the account of the TIFIA Lender and the owners of the Other Second Tier Junior Obligations by the Bondowners’ Trustee shall be applied as follows (provided, that all amounts held by the Bondowners’ Trustee derived from the TIFIA Debt Service Account, the TIFIA Reserve Account and any project fund created for the deposit of proceeds of the TIFIA Loan, together with the proceeds of the investment thereofBorrower shall pledge, assign and grant, or shall cause to be applied solely to pay TIFIA Debt Service on the TIFIA Loan pledged, assigned and debt service in respect of the Other TIFIA Bonds as required under the applicable Existing TIFIA Loan Documents related thereto): Firstgranted, to the payment to Trustee for the TIFIA Lender (in respect benefit of the TIFIA Loan and Lender, Liens on the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of all installments of interest then due (including, without limitation, interest that is required to be capitalized Trust Estate in accordance with the terms provisions of this Agreementthe Indenture Documents. The TIFIA Loan shall be secured by the Liens on the Trust Estate [and subordinate, or, during any period when a Bankruptcy Related Event with respect to the Other TIFIA BondsBorrower has not occurred, in accordance with only (except as otherwise required by law) to the applicable Existing TIFIA Loan Documents related thereto) in Lien on the order Trust Estate of the maturity of such installmentsSenior Obligations, earliest maturities firstthe Hedging Obligations, and, if and the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, without any discrimination or preference; and Second, to the payment to the TIFIA Lender Hedging Termination Obligations (other than Subordinated Hedging Termination Obligations) in respect of such Obligations. Upon the occurrence of a Bankruptcy Related Event with respect to the Borrower, the TIFIA Loan shall be secured by a first priority security interest in the Trust Estate on a parity with the Senior Obligations, the Hedging Obligations and the Other TIFIA BondsHedging Termination Obligations (other than Subordinated Hedging Termination Obligations) and the owners in respect of the Other Second Tier Junior Obligations of the unpaid principal such Senior Obligations].7273 Except (excluding the portion of the unpaid principal constituting capitalized interest i) for Permitted Liens, or (ii) to the extent included as interest then due under otherwise provided in clause First above(a) of this Section 8 (Security and premiumPriority; Flow of Funds), if anythe Trust Estate will be free and clear of any pledge, Lien, charge or encumbrance thereon or with respect thereto prior to, or of equal rank with, the pledge of the TIFIA BondBorrower created under the Indenture Documents, and all organizational, regulatory or other necessary action on the Other TIFIA Bonds and part of the Other Second Tier Junior Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full the amount due on any date, then Borrower with respect to the payment thereof ratably, according to the amounts of principal foregoing has been duly and premium, if any, due on such date, without any discrimination or preferencevalidly taken.

Security and Priority; Flow of Funds. In the event that at any time the funds held by the Bondowners’ Trustee shall be insufficient for the payment of the principal of, premium, if any, and interest then due on the TIFIA Bond, the Other TIFIA Bonds Bonds, the RRIF Bond, and the Other Second Tier Junior Obligations, such funds and all Pledged Taxes received or collected for the benefit or for the account of the TIFIA Lender and the owners of the Other Second Tier Junior Obligations by the Bondowners’ Trustee shall be applied as follows (provided, provided that all amounts held by the Bondowners’ Trustee derived from the TIFIA Debt Service Account, the TIFIA Reserve Account Pledged Accounts and any project fund created for the deposit of proceeds of the TIFIA Loan, together with the proceeds of the investment thereof, shall be applied solely to pay TIFIA Debt Service on the TIFIA Loan and Loan, debt service in respect of the Other TIFIA Bonds as required under the applicable Existing TIFIA Loan Documents related thereto, and debt service in respect of the RRIF Bond as required under the RRIF Loan Documents related thereto): First, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of all installments of interest then due (including, without limitation, interest that is required to be capitalized in accordance with the terms of this Agreement, or, with respect to the Other TIFIA Bonds, in accordance with the applicable Existing TIFIA Loan Documents related thereto, or, with respect to the RRIF Bond, in accordance with the RRIF Loan Documents related thereto) in the order of the maturity of such installments, earliest maturities first, and, if the amount available shall not be sufficient to pay in full any installment or installments or interest maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, without any discrimination or preference; and Second, to the payment to the TIFIA Lender (in respect of the TIFIA Loan and the Other TIFIA Bonds) and the owners of the Other Second Tier Junior Obligations of the unpaid principal (excluding the portion of the unpaid principal constituting capitalized interest to the extent included as interest then due under clause First above) and premium, if any, of the TIFIA Bond, the Other TIFIA Bonds Bonds, the RRIF Bond and the Other Second Tier Junior Obligations which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, earliest maturities first, and, if the amount available shall not be sufficient to pay in full the amount due on any date, then to the payment thereof ratably, according to the amounts of principal and premium, if any, due on such date, without any discrimination or preference.