Application of Collections Following the Availability Period. Subject to Section 2.07(c)(iii), all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under the Loan Documents, in the Accounts or elsewhere shall be applied by the Depositary (A) on each Settlement Date during the Availability Period on which a Manager Default or Manager Event of Default has occurred and is continuing and (B) on each Settlement Date occurring on or after the Revolving Termination Date 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 Amended and Restated Warehouse Loan Agreement 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 either of the Collateral Agent or the Agent (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)(ii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) 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, to the ratable payment of the unpaid principal amount of the Loans and, thereafter, only if the aggregate outstanding amount of all Loans has been paid in full, then to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; Second Amended and Restated Warehouse Loan Agreement tenth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower eleventh, (A) if (x) the Lessee has paid a Reimbursement Amount, (y) the Lessee has cured all payment defaults under the applicable Lease and (z) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause eleventh, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; twelfth, 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 thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.
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Application of Collections Following the Availability Period. Subject to Section 2.07(c)(iii), all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under the Loan Documents, in the Accounts or elsewhere shall be applied by the Depositary (A) on each Settlement Date during the Availability Period on which a Manager Default or Manager Event of Default has occurred and is continuing and (B) on each Settlement Date occurring on or after the Revolving Termination Date 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 Amended and Restated Warehouse Loan Agreement 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 either of the Collateral Agent or the Agent (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)(ii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) 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, to the ratable payment of the unpaid principal amount of the Loans and, thereafter, only if the aggregate outstanding amount of all Loans has been paid in full, then to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; Second Amended and Restated Warehouse Loan Agreement tenth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower Borrower; eleventh, (A) if (x) the Lessee has paid a Reimbursement Amount, (y) the Lessee has cured all payment defaults under the applicable Lease and (z) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause eleventh, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; twelfth, 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 thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.
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Application of Collections Following the Availability Period. Subject to Section 2.07(c)(iii), all amounts on deposit in the Collection Account as of the Calculation Date immediately preceding such Settlement Date, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under the Loan Documents, in the Accounts or elsewhere shall be applied by the Depositary (A) on each Settlement Date during the Availability Period on which a Manager Default or Manager Event of Default has occurred and is continuing and (B) on each Settlement Date occurring on or after the Revolving Termination Date 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 Amended and Restated Warehouse Loan Agreement 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 Amended and Restated Warehouse Loan Agreement 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 Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by either of the Collateral Agent or the Agent (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)(ii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Marginthereon) 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, to the ratable payment of the unpaid principal amount of the Loans and, thereafter, only if the aggregate outstanding amount of all Loans has been paid in full, then to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; Second Amended and Restated Warehouse Loan Agreement tenth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower eleventh, (A) if (x) the Lessee has paid a Reimbursement Amount, (y) the Lessee has cured all payment defaults under the applicable Lease and (z) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause eleventh, to reimburse the Manager for such payment in an amount up to but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; twelfth, 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 thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.Agreement
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Application of Collections Following the Availability Period. Subject to Section 2.07(c)(iii), all amounts on deposit in the Collection Account (excluding Trinsight Fees, if any) as of the Calculation Date immediately preceding such Settlement Date, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held 51 762040188 or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under the Loan Documents, in the Accounts or elsewhere shall be applied by the Depositary (A) solely in accordance with the Monthly Report, on each Settlement Date during the Availability Period on which a Manager Default or Manager Servicer Default, Servicer Replacement Event, Servicer Event of Default or Early Amortization Event has occurred and is continuing and (B) solely in accordance with the Monthly Report, on each Settlement Date occurring on or after the Revolving Termination Date Date, 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 Amended and Restated Warehouse Loan Agreement 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 either of the Collateral Agent Agent, the Depositary or the Agent 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 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)(ii); fifth, to the Lenders ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) 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 52 Warehouse Loan Agreement 762040188 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 pro rata to 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, to Lenders for (A) the ratable payment of the unpaid principal amount of the Loans and (B) the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower and, thereafter, only if the aggregate outstanding amount of all Loans has and Derivatives Termination Values have been paid in full, then to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; Second Amended and Restated Warehouse Loan Agreement tenth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower eleventhninth, (A) if (x) the Lessee has paid a Reimbursement Amount, (y) the Lessee has cured all payment defaults under the applicable Lease and (z) the Manager Servicer has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause eleventhninth, to reimburse the Manager Servicer for such payment in an amount up to but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager Servicer for outstanding Manager Servicer Advances, together with accrued interest thereon; twelfthtenth, 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 thirteenth, deposit to the Discretionary Account oreleventh, subject to Section 7.07, otherwise at the direction of remit as directed by the Borrower.
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