Common use of Bond Fund Clause in Contracts

Bond Fund. The following amounts received by the --------- Trustee shall be deposited as promptly as practicable into the Bond Fund directly upon receipt from the Administrative Agent or as soon as practicable after receipt, in each case in accordance with this Section 3.3: (i) all ----------- payments received from the Administrative Agent in respect of interest payable on the Bonds; (ii) all payments received from the Administrative Agent in respect of principal payable of the Bonds; (iii) all payments received from the Administrative Agent in respect of any redemption, in whole or in part, of the Bonds; (iv) all payments received from the Administrative Agent in respect of any withdrawal from the Debt Service Reserve Account pursuant to Section 3.6 of ----------- the Deposit and Disbursement Agreement; (v) any amounts earned from the investment of the moneys in any of the Bond Fund, Interest Sub-Fund, Principal Sub-Fund or Redemption Sub-Fund pursuant to Section 3.7; and (vi) all other ----------- amounts (howsoever earned) and proceeds of any nature whatsoever received from the Administrative Agent in respect of the Bonds. The Issuer hereby agrees and confirms (x) that it has irrevocably instructed each of the Collateral Agent and the Administrative Agent and (y) that each of the Collateral Agent and the Administrative Agent has received such instruction, to make all such payments directly to the Trustee for deposit in the Bond Fund in accordance with the terms of this Section 3.3. If, notwithstanding the foregoing, any such amounts ----------- are remitted directly to the Issuer (or any Affiliate of the Issuer), the Issuer shall (or shall cause any such Affiliate to) hold such payments in trust for the Trustee and shall promptly remit such payments to the Trustee for deposit in the Bond Fund, in the form received, with any necessary endorsements. (i) Upon the deposit into the Bond Fund of any payment in respect of interest on the Bonds pursuant to the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Interest Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.4. ----------- (ii) Upon the deposit into the Bond Fund of any payment in respect of principal of the Bonds pursuant to the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Principal Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.5. ----------- (iii) Upon the deposit into the Bond Fund of the proceeds of any payment in respect of any redemption pursuant to the Deposit and Disbursement Agreement, the Trustee shall separately segregate such payments in the Redemption Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.6 and Article VI. ----------- ---------- (iv) In the event the Trustee receives moneys in respect of Bonds without adequate written instruction with respect to the proper sub- fund into which such moneys are to be deposited, the Trustee shall deposit such moneys into the Bond Fund and segregate such moneys from all other amounts on deposit in the Bond Fund and notify the Issuer of the receipt of such moneys. Upon receipt of' written instructions from the Issuer, the Trustee shall transfer such moneys to the Interest Sub-Fund, the Principal Sub-Fund or the Redemption Sub-Fund of the Bond Fund as specified by the Issuer.

Bond Fund. (a) There is hereby established with the Trustee a Bond Fund, the moneys in which, in accordance with Section 6.02(c), the Trustee shall make available to the Paying Agent or Agents, to pay (i) the principal or redemption price of Bonds as they mature or become due, upon surrender and (ii) the interest on Bonds as it becomes payable. There are hereby established with the Trustee within the Bond Fund two separate and segregated accounts, to be designated “Company Account” and “Credit Facility Account”. The following amounts Credit Facility Account and the Company Account are maintained as separate and segregated accounts and any moneys held therein shall not be commingled with any other moneys or funds. Neither the Issuer nor the Company shall have any interest in the Credit Facility Account. (b) There shall be deposited into the accounts of the Bond Fund from time to time the following: (i) into the Company Account, (A) any accrued interest from the sale of the Bonds, (B) all payments of principal of or premium or interest on, the Note, and (C) all other moneys received by the --------- Trustee shall under and pursuant to the provisions of this Indenture or any of the provisions of the Agreement or the Note, when accompanied by directions from the Person depositing such moneys that such moneys are to be deposited as promptly as practicable into paid to the Bond Fund directly upon receipt from the Administrative Agent or as soon as practicable after receipt, in each case in accordance with this Section 3.3: (i) all ----------- payments received from the Administrative Agent in respect of interest payable on the BondsFund; and (ii) into the Credit Facility Account, all payments received from moneys drawn by the Administrative Agent in respect of Trustee under a Credit Facility, if any, to pay principal payable or redemption price of the Bonds; Bonds and interest on the Bonds and deposited directly therein, and only such moneys. (iiic) all payments received from the Administrative Agent Except as provided in respect subsection (e) of any redemptionthis Section, in whole or in part, of the Bonds; (iv) all payments received from the Administrative Agent in respect of any withdrawal from the Debt Service Reserve Account pursuant to Section 3.6 of ----------- the Deposit and Disbursement Agreement; (v) any amounts earned from the investment of the moneys in any of the Bond Fund, Interest Sub-Fund, Principal Sub-Fund or Redemption Sub-Fund pursuant to Section 3.7; and (vi) all other ----------- amounts (howsoever earned) and proceeds of any nature whatsoever received from the Administrative Agent in respect of the Bonds. The Issuer hereby agrees and confirms (x) that it has irrevocably instructed each of the Collateral Agent and the Administrative Agent and (y) that each of the Collateral Agent and the Administrative Agent has received such instruction, to make all such payments directly to the Trustee for deposit in the Bond Fund in accordance with shall be used solely for the terms of this Section 3.3. If, notwithstanding the foregoing, any such amounts ----------- are remitted directly to the Issuer (or any Affiliate payment of the Issuer), principal or redemption price of the Issuer shall (Bonds and interest on the Bonds from the following source or shall cause any such Affiliate to) hold such payments in trust for the Trustee and shall promptly remit such payments to the Trustee for deposit sources but only in the Bond Fund, in the form received, with any necessary endorsements.following order of priority: (i) Upon proceeds of the deposit into Credit Facility, if any, deposited directly into, and held in, the Bond Fund of Credit Facility Account, provided that, in no event shall moneys held in the Credit Facility Account be used to pay any payment in respect of interest premium which may be due on the Bonds pursuant to Section 9.01(a) unless the Deposit Credit Facility, if any, then in effect is available to pay such premium, and Disbursement Agreement (other than as described provided further, that in clause (iii) immediately below), the Trustee no event shall separately segregate such payments moneys in the Interest Sub-Fund of the Bond Fund until application of such amounts Credit Facility Account be used to pay any amount which may be due on Bonds held pursuant to Section 3.4. -----------5.05 or any other Bonds registered in the name of the Company; and (ii) Upon moneys held in the deposit into the Bond Fund of any payment in Company Account. (d) Except with respect to payments of principal or redemption price of and interest on Bonds held pursuant to Section 5.05 or any other Bonds registered in the name of the Bonds pursuant to the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below)Company, the Trustee shall separately segregate shall, at or before 12:00 Noon (New York City time) on the date on which such payments in principal, redemption price or interest is due, draw upon or demand payment under the Principal Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.5. ----------- (iii) Upon the deposit into the Bond Fund of the proceeds of any payment in respect of any redemption pursuant to the Deposit and Disbursement AgreementCredit Facility, if any, then held by the Trustee shall separately segregate such payments in the Redemption Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.6 and Article VI. ----------- ---------- (iv) In the event the Trustee receives accordance with its terms in an amount, after taking into account any moneys in respect of Bonds without adequate written instruction with respect to the proper sub- fund into which such moneys are to be deposited, the Trustee shall deposit such moneys into the Bond Fund and segregate such moneys from all other amounts then on deposit in the Bond Fund Credit Facility Account, and notify in a manner so as to provide immediately available funds for principal or redemption price and interest by 2:00 p.m. (New York City time) on such due date. If such funds for whatever reason are not provided under the Issuer of the receipt of Credit Facility by 2:00 p.m. (New York City time) on such moneys. Upon receipt of' written instructions from the Issuerdate, then the Trustee shall transfer immediately notify the Company and demand payment from the Company under the Agreement and the Note of an amount, after taking into account any moneys then on deposit in the Company Account, and in a manner so as to provide in the Company Account immediately available funds for principal or redemption price and interest by 4:00 p.m. (New York City time) on such moneys due date. (e) While the Credit Facility is in effect and there is no default in the payment of principal or redemption price of or interest on the Bonds, any amounts in the Company Account shall be paid to the Interest Sub-Fund, Credit Facility Issuer to the Principal Sub-Fund or extent of any amounts that the Redemption Sub-Fund of Company owes the Credit Facility Issuer pursuant to the Reimbursement Agreement (as certified in writing by the Credit Facility Issuer to the Trustee and the Company). Any amounts remaining in the Bond Fund (first, from the Credit Facility Account, and second, from the Company Account) after payment in full of the principal or redemption price of and interest on the Bonds (or provision for payment thereof) and payment of any outstanding fees and expenses of the Trustee (including its reasonable attorney fees and expenses) shall be paid, first, to the Credit Facility Issuer, to the extent of any amounts that the Company owes the Credit Facility Issuer pursuant to the Reimbursement Agreement (as specified certified in writing by the IssuerCredit Facility Issuer to the Trustee and the Company) and, second, to the Company.

Bond Fund. The following amounts received by the --------- Trustee shall be deposited as promptly as practicable into the Bond Fund directly upon receipt from the Administrative Agent or as soon as practicable after receipt, in each case in accordance with this Section 3.3: (i) all ----------- payments received from the Administrative Agent in respect of interest payable on the Bonds; (ii) all payments received from the Administrative Agent in respect of principal payable of the Bonds; (iii) all payments received from the Administrative Agent in respect of any redemption, in whole or in part, of the Bonds; (iv) all payments received from the Administrative Agent in respect of any withdrawal from the Debt Service Reserve Account pursuant to Section 3.6 of ----------- the Deposit and Disbursement Common Agreement; (v) any amounts earned from the investment of the moneys in any of the Bond Fund, Interest Sub-Fund, Principal Sub-Fund or Redemption Sub-Fund pursuant to Section 3.7; and (vi) all other ----------- amounts (howsoever earned) and proceeds of any nature whatsoever received from the Administrative Agent in respect of the Bonds. The Issuer Funding Corporation and the Partnership hereby agrees agree and confirms confirm (x) that it has they have irrevocably instructed each of the Collateral Agent and the Administrative Agent and (y) that each of the Collateral Agent and the Administrative Agent has received such instruction, to make all such payments directly to the Trustee for deposit in the Bond Fund in accordance with the terms of this Section 3.3. If, notwithstanding the foregoing, any such amounts ----------- are remitted directly to the Issuer Funding Corporation or the Partnership (or any Affiliate of the IssuerFunding Corporation or the Partnership), the Issuer Funding Corporation or the Partnership shall (or shall cause any such Affiliate to) hold such payments in trust for the Trustee and shall promptly remit such payments to the Trustee for deposit in the Bond Fund, in the form received, with any necessary endorsements. (i) Upon the deposit into the Bond Fund of any payment in respect of interest on the Bonds pursuant to the Deposit and Disbursement Common Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Interest Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.4. -----------. (ii) Upon the deposit into the Bond Fund of any payment in respect of principal of the Bonds pursuant to the Deposit and Disbursement Common Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Principal Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.5. -----------. (iii) Upon the deposit into the Bond Fund of the proceeds of any payment in respect of any redemption pursuant to the Deposit and Disbursement Common Agreement, the Trustee shall separately segregate such payments in the Redemption Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.6 and Article VI. ----------- ----------. (iv) In the event the Trustee receives moneys in respect of Bonds without adequate written instruction with respect to the proper sub- sub-fund into which such moneys are to be deposited, the Trustee shall deposit such moneys into the Bond Fund and segregate such moneys from all other amounts on deposit in the Bond Fund and notify the Issuer Funding Corporation and the Partnership of the receipt of such moneys. Upon receipt of' written instructions from the IssuerFunding Corporation or the Partnership, the Trustee shall transfer such moneys to the Interest Sub-Fund, the Principal Sub-Fund or the Redemption Sub-Fund of the Bond Fund as specified by the IssuerFunding Corporation or the Partnership.

Bond Fund. The following amounts received A Bond Fund is hereby established by the --------- Issuer with the Trustee, and the Trustee is hereby appointed paying agent for the Bonds. Moneys shall be deposited as promptly as practicable into in the Bond Fund directly from time to time and shall be applied solely as follows: (a) [RESERVED] (b) Upon completion of the Project or upon receipt the occurrence of other events specified in Section 501C, funds shall be transferred from the Administrative Agent or as soon as practicable after receipt, in each case Construction Account of the Project Fund to the Bond Fund and applied in accordance with this Section 3.3: 501C. (ic) all ----------- Loan payments received by the Borrower pursuant to Sections 1001A and 1001B, amounts transferred from the Administrative Agent in respect of interest payable on the Bonds; (ii) all payments received Reserve Fund pursuant to Section 502A, amounts transferred from the Administrative Agent in respect of principal payable Capitalized Interest Account or Construction Account of the Bonds; (iii) all payments received from the Administrative Agent in respect of any redemptionProject Fund pursuant to Section 501A, in whole or in part, of the Bonds; (iv) all payments received from the Administrative Agent in respect of any withdrawal amounts transferred from the Debt Service Reserve Fund pursuant to Sections 503 (a), (b) and (c) , amounts transferred from the Construction and Operating Costs Contingency Fund pursuant to Sections 505(a) and (b), amounts transferred from the Equity Reserve Fund pursuant to Sections 505A(a) and (b), amounts transferred from the Supplemental Equity Fund pursuant to Sections 505D(a), (b) and (d) and amounts transferred from the Credit Enhancement Account pursuant to Section 3.6 of ----------- the Deposit and Disbursement Agreement; (vSections 505B(b) any amounts earned from the investment of the moneys in any of the Bond Fund, Interest Sub-Fund, Principal Sub-Fund or Redemption Sub-Fund pursuant to Section 3.7; and (vic) all other ----------- amounts (howsoever earned) and proceeds of any nature whatsoever received from the Administrative Agent in respect of the Bonds. The Issuer hereby agrees and confirms (x) that it has irrevocably instructed each of the Collateral Agent and the Administrative Agent and (y) that each of the Collateral Agent and the Administrative Agent has received such instruction, to make all such payments directly to the Trustee for deposit in the Bond Fund in accordance with the terms of this Section 3.3. If, notwithstanding the foregoing, any such amounts ----------- are remitted directly to the Issuer (or any Affiliate of the Issuer), the Issuer shall (or shall cause any such Affiliate to) hold such payments in trust for the Trustee and shall promptly remit such payments to the Trustee for deposit in the Bond Fund, in the form received, with any necessary endorsements. (i) Upon the deposit into the Bond Fund of any payment in respect of interest on the Bonds pursuant to the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Interest Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.4. ----------- (ii) Upon the deposit into the Bond Fund of any payment in respect of principal of the Bonds pursuant to the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Principal Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.5. ----------- (iii) Upon the deposit into the Bond Fund of the proceeds of any payment in respect of any redemption pursuant to the Deposit and Disbursement Agreement, the Trustee shall separately segregate such payments in the Redemption Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.6 and Article VI. ----------- ---------- (iv) In the event the Trustee receives moneys in respect of Bonds without adequate written instruction with respect to the proper sub- fund into which such moneys are to be deposited, the Trustee shall deposit such moneys deposited into the Bond Fund and segregate shall be applied to pay principal of and interest on the Bonds as and when the same become due. (d) Sums for the redemption of Bonds as described in Section 401 shall be deposited into the Bond Fund. Such funds shall be applied to make such moneys redemptions. (e) Proceeds from all other amounts on deposit insurance or condemnation awards shall be deposited in the Bond Fund and notify to the Issuer of the receipt of such moneysextent provided in Section 702 or 703. Upon receipt of' written instructions from the Issuer, the The Trustee shall transfer such moneys to apply the Interest Sub-Fund, the Principal Sub-Fund or the Redemption Sub-Fund of monies so deposited in the Bond Fund to redeem the principal of the Bonds as specified provided in Section 403, without premium, immediately upon the earliest practicable redemption date selected by the IssuerTrustee for the redemption without further authorization from the Borrower or the Issuer so as, to the extent possible, to exhaust such amount. Any balance remaining after such application shall be applied to pay interest on the Bonds. (f) Sums received upon exercise of remedies by the Trustee or the Issuer after an Event of Default (except sums received by the Issuer pursuant to rights not assigned by the Issuer to the Trustee hereunder), amounts transferred from the Revenue Fund as provided in the last sentence of Section 502A, amounts transferred from the Debt Service Reserve Fund pursuant to Section 503(d), amounts transferred from the Construction and Operating Costs Contingency Fund pursuant to Section 505(c), amounts transferred from the Equity Reserve Fund pursuant to Section 505A(c), amounts transferred from the Supplemental Equity Fund pursuant to Section 505D(c) and amounts transferred from the Credit Enhancement Account pursuant to Section 505B(d) shall be deposited in the Bond Fund. Such monies shall be applied in accordance with the provisions of Section 1105.

Bond Fund. The following amounts received by There is hereby created and established with the --------- Trustee a Bond Fund which shall be used as provided in this Section. There shall be deposited as promptly as practicable into in the Bond Fund directly upon receipt from time to time the Administrative Agent or as soon as practicable after receipt, in each case in accordance with this Section 3.3following: (i) all ----------- payments received from the Administrative Agent in respect of interest payable on the Bonds; (ii) all payments received from the Administrative Agent in respect of principal payable of the Bonds; (iii) all payments received from the Administrative Agent in respect of any redemption, in whole or in part, of the Bonds; (iv) all payments received from the Administrative Agent in respect of any withdrawal from the Debt Service Reserve Account pursuant to Section 3.6 of ----------- the Deposit and Disbursement Agreement; (va) any amounts earned from amount in the investment of the moneys in any of the Bond Fund, Interest Sub-Fund, Principal Sub-Construction Fund or Redemption Sub-Fund pursuant directed to Section 3.7; and (vi) all other ----------- amounts (howsoever earned) and proceeds of any nature whatsoever received from the Administrative Agent in respect of the Bonds. The Issuer hereby agrees and confirms (x) that it has irrevocably instructed each of the Collateral Agent and the Administrative Agent and (y) that each of the Collateral Agent and the Administrative Agent has received such instruction, to make all such payments directly to the Trustee for deposit in be paid into the Bond Fund in accordance with the terms provisions of this Section 3.3. If, notwithstanding the foregoing, 5.04 or 5.05 hereof; (b) any such amounts ----------- are remitted directly amount to the Issuer (or any Affiliate of the Issuer), the Issuer shall (or shall cause any such Affiliate to) hold such payments in trust for the Trustee and shall promptly remit such payments to the Trustee for deposit be deposited in the Bond FundFund pursuant to Section 6.04 hereof; (c) all payments specified in Section 4.01(a) of the Sublease; (d) any moneys drawn under the Letter of Credit which moneys shall be deposited in a separate account of the Bond Fund and shall not be commingled with any other moneys held by the Trustee; (e) amounts held by the Trustee pursuant to Section 3.10 hereof; and (f) all other moneys received by the Trustee pursuant to Section 6.02 hereof. Except as provided in Section 3.07, 3.10 and 6.08 hereof, moneys in the form receivedBond Fund shall be used solely for the payment of principal of, with any necessary endorsements. premium, if any, and interest on the Bonds and for the redemption of the Bonds prior to maturity. Subject to the provisions of Section 6.09 hereof, funds for such payments of principal of and premium, if any, and interest on the Bonds shall be derived from the following sources in the following order of priority indicated: (i) Upon amounts required to be transferred from the deposit Construction Fund to the Bond Fund in accordance with clause (a) of the preceding paragraph which constitute Available Moneys; (ii) any amount deposited into the Bond Fund of any payment in respect of interest on the Bonds pursuant to the Deposit and Disbursement Agreement (other than as described in clause Section 6.04 hereof which constitutes Available Moneys; (iii) immediately below), any moneys drawn by the Trustee shall separately segregate under the Letter of Credit; and (iv) any other moneys furnished to the Trustee and available for such payments in the Interest Sub-Fund of the Bond Fund until application of such purpose. The foregoing notwithstanding, amounts pursuant to Section 3.4. ----------- (ii) Upon the deposit deposited into the Bond Fund of any in accordance with Section 5.04 hereof shall be applied only to the payment in respect of principal of the Bonds pursuant principal of, or the portion of the Purchase Price corresponding to the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below)principal of, the Trustee shall separately segregate such payments in the Principal Sub-Fund of the Bond Fund until application of such Bonds, and amounts pursuant to Section 3.5. ----------- (iii) Upon the deposit deposited into the Bond Fund of the proceeds of any payment in respect of any redemption pursuant to the Deposit and Disbursement Agreement, the Trustee shall separately segregate such payments in the Redemption Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.6 and Article VI. ----------- ---------- (iv) In the event the Trustee receives moneys in respect of Bonds without adequate written instruction with respect 6.04 hereof shall be applied only to the proper sub- fund into which such moneys are to be deposited, the Trustee shall deposit such moneys into the Bond Fund and segregate such moneys from all other amounts on deposit in the Bond Fund and notify the Issuer payment of the receipt of such moneys. Upon receipt of' written instructions from the Issuer, the Trustee shall transfer such moneys to the Interest Sub-Fund, the Principal Sub-Fund or the Redemption Sub-Fund principal of the Bond Fund as specified by the IssuerBonds.

Bond Fund. The following (A) In addition to the moneys deposited to the Bond Fund (1)from the proceeds of the Bonds pursuant to Section 402 hereof and (2) pursuant to Sections 403, 404 and 410 hereof, there shall be deposited into the Bond Fund (a) all installment purchase payments received from the Company under the Installment Sale Agreement (except payments made with respect to the Unassigned Rights), (b) any amount in the Insurance and Condemnation Fund directed to be paid into the Bond Fund under Section 406 hereof, (c) any amounts received from the Company pursuant to Section 3.4 or Section 4.6 of the Installment Sale Agreement, (d)all prepayments by the Company in accordance with Section 5.5 of the Installment Sale Agreement in connection with which notice has been given to the Trustee pursuant to Section 302 hereof, (e) any amounts received by the --------- Trustee under the Credit Facility, and (f) all other moneys received by the Trustee under and pursuant to this Indenture or the other Financing Documents which by the terms hereof or thereof are to be deposited into the Bond Fund, or are accompanied by directions from the Company or the Issuer that such moneys are to be paid into the Bond Fund. (B) The Trustee shall deposit into the following specified accounts of the Bond Fund the following amounts: (1) into the Credit Facility Account, all moneys drawn by the Trustee under the Credit Facility, which account shall hold no other moneys; (2) into the Remarketing Proceeds Account, all amounts representing the proceeds from a remarketing of the Bonds, which account shall hold no other moneys; (3) into the Redemption Premium Account, all amounts deposited to pay premiums on the Bonds, which account shall hold no other moneys; and (4) into the Defeasance Account, all amounts deposited to pay and discharge the Bonds pursuant to Section 1001 hereof, which account shall hold no other moneys. Neither the Issuer, the Company, any Guarantor, any affiliate of the Company or any Guarantor or any Insider of any of them shall have any interest in, nor any right whatsoever to take or control (other than the right of the Company to direct investments pursuant to Section 410 hereof), the Credit Facility Account, the Credit Facility, the Redemption Premium Account, the Remarketing Proceeds Account, the Defeasance Account or any subaccounts of any of the foregoing accounts, or the moneys and Authorized Investments therein, including any proceeds thereof, all of which shall be held in trust by the Trustee for the sole benefit of the Bondholders until all Debt Service Payments on the Bonds are paid and thereafter for the benefit of the Credit Facility Issuer; provided, however, that any amounts which were deposited as promptly as practicable in the Redemption Premium Account of the Bond Fund for the purpose of causing such amounts to constitute Available Moneys and which remain after all of the Outstanding Bonds shall be deemed paid and discharged under this Indenture, shall be retained by the Trustee and shall not be paid to or for the benefit of the Company, any Guarantor, any Affiliate of the Company or any Guarantor or any Insider of any of them, which shall have no right to take or control such amounts. If the Bonds are then rated by a Rating Service or Rating Services, no moneys in the Redemption Premium Account or the Defeasance Account may be used to pay Debt Service Payments on the Bonds until the Company delivers to such Rating Service or Rating Services an opinion of nationally recognized counsel experienced in bankruptcy matters to the effect that payments on the Bonds from such moneys will not constitute voidable preferences under the U.S. Bankruptcy Code in the event a petition in bankruptcy is subsequently filed by or against the Company or the Issuer. The Trustee shall establish separate subaccounts within the Redemption Premium Account and the Defeasance Account for each deposit (including any investment income thereon) made into the Bond Fund directly upon receipt from so that the Administrative Agent or Trustee may at all times ascertain the date and source of deposit of the funds in such accounts and the Trustee shall assure moneys having different dates of deposit and held in separate subaccounts shall not be commingled. (C) Moneys on deposit in the Bond Fund shall be disbursed and applied by the Trustee to pay the Debt Service Payments on the Bonds as soon as practicable after receipt, in each case said Debt Service Payments become due and payable on the Bonds in accordance with the provisions of the Bonds and this Indenture. Except as otherwise provided in Section 3.3: (i609(A)(1) all ----------- payments received hereof, moneys in the Bond Fund shall be used solely for the payment of the principal or redemption price of the Bonds and interest on the Bonds from the Administrative Agent following source or sources, but only in respect the following order of interest payable priority: (1) Available Moneys held in the Credit Facility Account, provided that in no event shall moneys held in the Credit Facility Account be used to pay any amount which may be due on the Bonds; (ii) all payments received from the Administrative Agent in respect of principal payable of the Bonds; (iii) all payments received from the Administrative Agent in respect of any redemption, in whole or in part, of the Bonds; (iv) all payments received from the Administrative Agent in respect of any withdrawal from the Debt Service Reserve Account Bonds held pursuant to Section 3.6 of ----------- 308 hereof; (2) Available Moneys held on deposit in the Deposit and Disbursement Agreement; Redemption Premium Account; (v3) any other Available Moneys in the Bond Fund; and (4) any other amounts earned available in the Bond Fund. (D) To the extent moneys described under Section 405(C)(1) hereof are not available in the Bond Fund to pay principal or redemption price of the Bonds and interest on the Bonds on any maturity date, Interest Payment Date, redemption date or Purchase Date (other than Bonds held pursuant to Section 308 hereof, except for interest payments on Bonds that were not held pursuant to Section 308 hereof on the Record Date for such payment), the Trustee shall, on or before 11:00 o'clock a.m.(New York time) on the Business Day prior to such due date, or 11:00 o'clock a.m. (New York time) on such Purchase Date, draw upon or demand payment under the Credit Facility, if any, then held by the Trustee in a manner so as to provide immediately available funds by the close of business on such date in an amount necessary to make the required payments of the principal of and premium, if applicable and if payable from a draw on the Credit Facility, and interest on the Bonds on such maturity date, Interest Payment Date, redemption date or to purchase the Bonds tendered or deemed tendered on such Purchase Date. Upon receipt of such moneys from the investment Credit Facility Issuer, the Trustee shall (1) (a) deposit the amount representing a drawing on the Credit Facility for the payment of principal of and interest on the moneys Bonds in any the Credit Facility Account of the Bond Fund, Interest Sub-Fund, Principal Sub-Fund and apply the same to the payment of such principal and interest due on the Bonds or Redemption Sub-Fund pursuant to Section 3.7; and (vib) all other ----------- amounts (howsoever earned) and use the proceeds of any nature whatsoever received from the Administrative Agent in respect draw to the pay the purchase price of the Bonds. The Issuer hereby agrees and confirms (x) that it has irrevocably instructed each of the Collateral Agent and the Administrative Agent and (y) that each of the Collateral Agent and the Administrative Agent has received such instruction, to make all such payments directly to the Trustee for deposit in the Bond Fund Bonds in accordance with Section 309 hereof, and (2) pay, on behalf of the terms of this Section 3.3. IfCompany, notwithstanding the foregoing, any such amounts ----------- are remitted directly but only from and to the Issuer (or extent of any Affiliate of the Issuer), the Issuer shall (or shall cause any such Affiliate toamounts described in Section 405(C)(3) hold such payments in trust for the Trustee hereof and shall promptly remit such payments to the Trustee for Section 405(C)(4) hereof then on deposit in the Bond Fund, in any and all amounts then due and payable under the form received, with any necessary endorsements. (i) Upon Reimbursement Agreement. Any payment made by the deposit into Trustee on behalf of the Bond Fund of any payment in respect of interest on the Bonds pursuant to the Deposit and Disbursement Agreement (other than as Company described in clause (iii2) immediately below), the Trustee shall separately segregate such payments in the Interest Sub-Fund of the Bond Fund until application immediately preceding sentence shall be made by wire transfer of such amounts pursuant immediately available funds to Section 3.4. ----------- (ii) Upon the deposit into the Bond Fund of any payment in respect of principal account of the Bonds pursuant to Credit Facility Issuer on the Deposit and Disbursement Agreement (other than as described in clause (iii) immediately below), the Trustee shall separately segregate such payments in the Principal Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.5. ----------- (iii) Upon the deposit into the Bond Fund of the proceeds of any payment in respect of any redemption pursuant to the Deposit and Disbursement Agreement, the Trustee shall separately segregate such payments in the Redemption Sub-Fund of the Bond Fund until application of such amounts pursuant to Section 3.6 and Article VI. ----------- ---------- (iv) In the event date the Trustee receives moneys in respect of Bonds without adequate written instruction with respect pursuant to a drawing upon the proper sub- fund into which such moneys are to be deposited, the Trustee shall deposit such moneys into the Bond Fund and segregate such moneys from all other amounts Credit Facility. (1) Moneys on deposit in the Bond Fund shall be invested in Authorized Investments in accordance with Section 410 hereof. All interest and notify the Issuer of the receipt of such moneys. Upon receipt of' written instructions from the Issuer, the Trustee shall transfer such other income accrued and earned on moneys to the Interest Sub-Fund, the Principal Sub-Fund or the Redemption Sub-Fund of on deposit in the Bond Fund as specified shall be deposited by the Trustee into the Bond Fund. (2) Moneys on deposit in the Bond Fund shall be applied by the Trustee to pay the principal of, premium, if any, and interest on the Bonds as the same become due, whether at Stated Maturity, upon acceleration of the Bonds or upon redemption of the Bonds, except as provided in Section 411 and Section 408(E) hereof. (F) Notwithstanding anything herein to the contrary, in NO EVENT shall moneys deposited in the Bond Fund be retained therein for a period in excess of one (1) year. (G) The Issuer acknowledges that it has no interest in the Credit Facility Account, and any moneys and Authorized Investments therein, all of which shall be held in trust by the Trustee for the sole benefit of the holders of the Bonds, and that the Issuer has no interest in the Bond Fund and any moneys and Authorized Investments therein, all of which shall be held in trust by the Trustee for the benefit of the holders of the Bonds and, to the extent that the holders of the Bonds are paid through draws under a Credit Facility, the Credit Facility Issuer.