Guam § 7 - Application of Revenues and Other Funds After

§ 7. Application of Revenues and Other Funds After

Default.

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If an Event of Default shall occur and be continuing, all

Revenues and any other funds (except the Construction Fund and

the Rebate Fund) then held or thereafter received by the Trustee

or Depositary under any of the provisions of this Indenture

(subject to § 11.10) shall be under the control of and applied by

the Trustee as follows and in the following order:

(A) To the payment of any expenses necessary in the

opinion of the Trustee to protect the interests of the Holders

of the Bonds and payment of reasonable charges and

expenses of the Trustee and Depositary (including reasonable

fees and disbursements of their respective counsel) incurred

in and about the performance of their respective powers and

duties under this Indenture;

(B) To the payment of the principal or Redemption Price

of and interest then due on the Bonds (upon presentation of

the Bonds to be paid, and stamping thereon of the payment if

only partially paid, or surrender thereof if fully paid) subject

to the provisions of this Indenture (including § 6.02), as

follows:

(1) Unless the principal of all of the Bonds shall have

become or have been declared due and payable,

First: To the payment to the persons entitled thereto

of all installments of interest then due in the order of the

maturity of such installments, and, if the amount

available shall not be sufficient to pay in full any

installment or installments maturing on the same dare,

then to the payment thereof ratably according to the

amounts due thereon, to the persons entitled thereto,

without any discrimination or preference; and

Second: To the payment to the persons entitled

thereto of the unpaid principal or Redemption Price of

any Bond which shall have become due, whether at

maturity or by call for redemption, in the order of their

due dates, with interest on the overdue principal at the

rate borne by the respective Bonds, and, if the amount

available shall not be sufficient to pay in full all the

Bonds due on any date, together with such interest, then

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to the payment thereof ratably, according to the amounts

of principal or Redemption Price due on such date to the

persons entitled thereto, without any discrimination or

preference; or

(2) If the principal of all of the Bonds shall have become

or shall have been declared due and payable, to the payment

of the principal and interest then due and unpaid upon the

Bonds, with interest on the overdue principal at the rate borne

by the respective Bonds, and, if the amount available shall

not be sufficient to pay in full the whole amount so due and

unpaid, then to the payment thereof ratably, without

preference or priority of principal over interest, or of interest

over principal, or of any installment of interest over any other

installment of interest, or of any Bond over any other Bond,

according to the amounts due respectively for principal and

interest, to the persons entitled thereto without any

discrimination or preference.

Notwithstanding the foregoing provisions of this § 7.03, no

amounts received pursuant to any Credit Facility shall be applied

for any purpose except to pay amounts due on the Series of Bonds

with respect to which such Credit Facility was issued, unless and

except to the extent any Credit Facility specifically permits

amounts drawn thereunder to be applied to any additional purpose.