Common use of Application of Collections During the Availability Period Clause in Contracts

Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second or third of this Section 2.07(c)(i); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, if (A) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Settlement Date was specifically paid to reimburse any expense paid by the Manager under the Management Agreement (but not to include payments by the Manager in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (B) the Lessee has cured all payment defaults under the applicable Lease and (C) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause ninth, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount; tenth, to the ratable payment of the unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eleventh, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; twelfth, to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; thirteenth, deposit to the Maintenance Reserve Account and/or the Modifications and Improvements Account, in each case the amount determined by the Borrower in its sole discretion; and fourteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.

Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Servicer Default, Servicer Replacement Event, Servicer Event of Default or Early Amortization Event has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date (excluding Trinsight Fees, if any) and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary Depositary, solely in accordance with the Monthly Report, in the following order of priority: first, to the ManagerServicer, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager Servicer not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if and the Manager is not TILC or one of its Affiliates, the ManagerServicer’s Fee payable on such Settlement Date, together with the aggregate amount of any ManagerServicer’s Fees which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent Agent, the Depositary, and the Agent for any fees fees, expenses, and expenses indemnities incurred by the Collateral Agent Agent, the Depositary, or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager Servicer pursuant to the Management Agreement) Servicing Agreement in connection with any Manager Servicer Event of Default or Event of Default and the exercise by the Agent and/or Agent, the Collateral Agent Agent, or the Depositary of any right or remedy hereunder and not previously reimbursed or paid by the Lenders); fourth, to the reimbursement of Lenders to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid 50 762040188 by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and as described in clause second or third of this Section 2.07(c)(i); fifth, ratably (x) to the Lenders for payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxesTaxes, funding losses Funding Losses referred to in Section 3.04, increased costs Increased Costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, to deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve AccountAccount and any available amounts under a Liquidity Facility, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, if ; (A) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Settlement Date was specifically paid to reimburse any expense paid by the Manager Servicer under the Management Servicing Agreement (but not to include payments by the Manager Servicer in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (B) the Lessee has cured all payment defaults under the applicable Lease and (C) the Manager Servicer has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause nintheighth, to reimburse the Manager Servicer for such payment in an amount up to but not exceeding, the Reimbursement Amount; tenthninth, pro rata to the Lenders for (A) the ratable payment of the unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eleventh, to and (B) the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; twelfthtenth, to reimburse the Manager Servicer for outstanding Manager Servicer Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Servicer Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; thirteentheleventh, deposit to the Maintenance Reserve Account and/or the Modifications and Improvements Account, in each case the amount determined by the Borrower in its sole discretion; and fourteenth, deposit to the Discretionary Account ortwelfth, subject to Section 7.07, otherwise at the direction of remit as directed by the Borrower.

Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager’s 's Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s 's Fees which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s 's fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to the reimbursement of reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and as described in clause second or third of this Section 2.07(c)(i); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s 's Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s 's Fees which were due and payable on any previous Settlement Date and remain unpaid; ninth, if (A) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Settlement Date was specifically paid to reimburse any expense paid by the Manager under the Management Agreement (but not to include payments by the Manager in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (B) the Lessee has cured all payment defaults under the applicable Lease and (C) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause ninth, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount; tenth, to the ratable payment of the unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eleventh, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; twelfth, to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; thirteenth, deposit to the Maintenance Reserve Account and/or the Modifications and Improvements Account, in each case the amount determined by the Borrower in its sole discretion; and fourteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.

Application of Collections During the Availability Period. Subject to Section 2.07(c)(iii), so long as no Manager Default or Manager Event of Default has occurred and is continuing, on each Settlement Date during the Availability Period, all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date and amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid) or indemnities payable or expenses (including, if the Manager is not TILC or one of its Affiliates, the aggregate amount of any Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by the Collateral Agent or the Agent, as the case may be (including, without limitation, reasonable attorney’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to the reimbursement of the Lenders for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent and described in clause second or third of this Section 2.07(c)(i); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, deposit to the Liquidity Reserve Account the positive difference (if any) between (x) the Liquidity Reserve Target Amount and (y) the balance of the Liquidity Reserve Account, in each case as determined on the immediately preceding Calculation Date; eighth, if the Manager is TILC or one of its Affiliates, the Manager’s Fee and/or Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees and/or Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid; ninth, if (A) any amount (a “Reimbursement Amount”) paid by a Lessee into the Collection Account since the last Settlement Date was specifically paid to reimburse any expense paid by the Manager under the Management Agreement (but not to include payments by the Manager in respect of unpaid Monthly Rent amounts) because the Lessee had failed to pay an amount due or perform an obligation under the applicable Lease, (B) the Lessee has cured all payment defaults under the applicable Lease and (C) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause ninth, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount; tenth, to the ratable payment of the unpaid principal of the Loans in an amount not exceeding an amount such that, after giving effect to such payment, no Collateral Deficiency then exists; eleventh, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; twelfth, to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon and, thereafter, only if the outstanding Manager Advances have been paid in full, then to the ratable payment of the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; thirteenth, deposit to the Maintenance Reserve Account and/or the Modifications and Improvements Account, in each case the amount determined by the Borrower in its sole discretion; and fourteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.