Common use of Distribution of Payments After Loan Event of Default Clause in Contracts

Distribution of Payments After Loan Event of Default. (a) Except as otherwise required in Section 3.4(b), all payments received and -------------- amounts realized by Administrative Agent after a Loan Event of Default shall have occurred and be continuing, as well as all payments or amounts then held or thereafter received by Administrative Agent as part of the Trust Estate while such Loan Event of Default shall be continuing, shall be distributed forthwith by Administrative Agent in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse ----- Administrative Agent for any tax, expense or other loss incurred by Administrative Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Administrative Agent) and any unpaid ongoing fees of Administrative Agent shall be distributed to Administrative Agent for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse Information Agent for any tax, expense or other loss incurred by Information Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Information Agent) and any unpaid ongoing fees of Information Agent shall be distributed to Information Agent for its own account; third, so much of such payments or amounts as shall be required to ----- reimburse the then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers for payments made by them to Administrative Agent pursuant to Section 8.4 of the Participation Agreement (to the extent not previously reimbursed), and to pay such then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them pursuant to any expense reimbursement provisions of the Operative Documents shall be distributed to each such Participant, pro rata among such Participants without priority of one over the other, in accordance with the amount of such payment or payments payable to each such Participant; fourth, so much of such amount as shall be required to pay in full the ------ aggregate unpaid principal amount of the Notes, together with the accrued but unpaid interest on the Notes to the date of distribution shall be distributed to the Lenders holding Notes, and in the case the amount so to be distributed shall be insufficient to pay in full as aforesaid, then, pro rata among such Lenders, without priority of one such Lender over the other, in the proportion that the unpaid principal amount of the Notes held by each Lender bears to the aggregate unpaid principal amount of the Notes; and

Distribution of Payments After Loan Event of Default. (a) Except as otherwise required in Section 3.4(b), all payments All amounts received and -------------- amounts realized by Administrative the Agent on behalf of the Lessor under the Master Lease after the occurrence of a Loan Event of Default shall have occurred and be continuing, as well as in connection with any sale of all payments or amounts then held or thereafter received by Administrative Agent as any part of the Trust Estate while such Loan Event of Default shall be continuing, Equipment shall be distributed forthwith by Administrative the Agent in the following order of priority: first, so much of such payments payment or amounts amount as shall be required to ----- reimburse ----- Administrative Agent the Lessor for any tax, expense or other loss incurred by Administrative Agent the Lessor (to the extent not previously reimbursed and to the extent incurred in connection with its any duties as Administrative Agentthe Lessor) and any unpaid ongoing fees of Administrative Agent the Lessor shall be distributed to Administrative Agent the Lessor for its own account; second, so much of such payments or amounts as shall be required to ------ pay the then existing or prior Equity Lenders the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Equity Lender without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; Loan Agreement third, to the Equity Lenders for application to pay in full the ----- Participant Balance of each Equity Lender and, in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Equity Lenders without priority of one Equity Lender over the other in the proportion that the Participant Balance of each such Equity Lender bears to the aggregate Participant Balances of all Equity Lenders; fourth, so much of such payments or amounts as shall be required to ------ pay the then existing or prior Financing Lenders the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Financing Lender without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; fifth, to the Financing Lenders for application to pay in full the ----- Participant Balance of each Financing Lender and, in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Financing Lenders without priority of one Financing Lender over the other in the proportion that the Participant Balance of each such Financing Lender bears to the aggregate Participant Balances of all Financing Lenders; and sixth, the balance, if any, of such payment or amounts remaining ----- thereafter shall be promptly distributed to, or as directed by, the Lessee. (b) All amounts received by the Agent on behalf of the Lessor under the Master Lease in connection with any Casualty or Condemnation after the occurrence of a Loan Event of Default, shall be distributed by the Agent as follows: (i) in the event that the Agent, at the direction of the Required Equity Lenders, elects to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed to the Lessee, and (ii) in the event that the Agent, at the direction of Required Equity Lenders, elects to apply all or a portion of such amounts to the purchase price of the related Equipment in accordance with the last sentence of Section 14.1(a) and Article XV of the Master Lease, then such amounts shall be distributed in accordance with paragraph (a) above. (c) All amounts received (other than payments or amounts described in paragraph (a) or (b) above or Excepted Payments) by the Agent on behalf of the ------------- --- Lessor under the Master Lease Loan Agreement after the occurrence of a Loan Event of Default shall be distributed by the Agent in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse Information Agent the Lessor for any tax, expense or other loss incurred by Information Agent the Lessor (to the extent not previously reimbursed and to the extent incurred in connection with its any duties as Information Agentthe Lessor) and any unpaid ongoing fees of Information Agent the Lessor shall be distributed to Information Agent the Lessor for its own account; thirdsecond, so much of such payments or amounts as shall be required to ----- reimburse ------ pay the then existing or prior Financing Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers for payments made by them to Administrative Agent pursuant to Section 8.4 of the Participation Agreement (to the extent not previously reimbursed), and to pay such then existing or prior Equity Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant, pro rata among such Participants Lender without priority of one over the other, other in accordance with the amount of such payment or payments payable to each such ParticipantPerson; third, to the Financing Lenders and the Equity Lenders pro rata in ----- accordance, with, and for application to, the Participant Balance of each Financing Lender and each Equity Lender; and fourth, so much after payment in full of the Participant Balance of each ------ Financing Lender and each Equity Lender and all other amounts due and owing to any Financing Lender or any Equity Lender, the balance, if any, of such amount as payment or amounts remaining thereafter shall be required promptly distributed to, or as directed by, the Lessee. (d) During the occurrence and continuance of a Loan Event of Default, all amounts (other than Excepted Payments) received or realized by the Lessor and otherwise distributable pursuant to pay in full the ------ aggregate unpaid principal amount of the Notes, together with the accrued but unpaid interest on the Notes to the date of distribution Sections 4.1 and 4.2 shall be distributed to the Lenders holding Notesas ------------ --- provided for in paragraphs (a), (b) and in the case the amount so to be distributed shall be insufficient to pay in full as aforesaid, then, pro rata among such Lenders, without priority of one such Lender over the other, in the proportion that the unpaid principal amount of the Notes held by each Lender bears to the aggregate unpaid principal amount of the Notes; and(c) above. -------------- --- ---

Distribution of Payments After Loan Event of Default. (a1) Except as otherwise required provided in Section 3.4(b), all payments received and -------------- amounts (other than Excluded Amounts) realized by Administrative Agent after a Loan Event of Default shall have occurred and be continuing, as well as all payments or amounts then held or thereafter received by Administrative Agent as part of the Trust Estate while such Loan Event of Default shall be continuing, shall be distributed forthwith by Administrative Agent in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse ----- Administrative Agent or the Trustee for any tax, expense or other loss incurred by Administrative Agent or the Trustee (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Administrative AgentAgent or the Trustee, respectively) and any any, unpaid ongoing fees of Administrative Agent or the Trustee shall be distributed to Administrative Agent for its own accountor the Trustee, as the case may be; second, so much of such payments or amounts as shall be required to ------ reimburse Information Agent for any tax, expense or other loss incurred by Information Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Information Agent) and any unpaid ongoing fees of Information Agent shall be distributed to Information Agent for its own account; third, so much of such payments or amounts as shall be required to ----- reimburse the then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers for payments made by them to Administrative Agent or Borrower, as Lessor, Trustee or Borrower pursuant to Section 8.4 of the Participation Agreement 7.7 (to the extent not previously reimbursed), and to pay such then existing or prior Lenders and (so long as the Loan Events Event of Default that have has occurred and are is continuing arise arises solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Participation Agreement, the Lease or this Loan Agreement, shall be distributed to each such ParticipantPerson, pro rata among such Participants without priority of one over the other, in accordance with the amount of such payment or payments payable to each such ParticipantPerson; fourththird, so much of such amount as shall be required to pay in full the ------ aggregate unpaid principal amount of the Notes, together with any Additional Costs and the accrued but unpaid interest on the Notes to the date of distribution distribution, shall be distributed to the Lenders holding Notes, and in the case the amount so to be distributed shall be insufficient to pay in full the Notes as aforesaid, then, pro rata among such Lenders, without priority of one such Lender over the other, in the proportion that the unpaid principal amount of the Notes held by each Lender bears to the aggregate unpaid principal amount of the Notes; andand fourth, the balance, if any, of such payments or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Borrower. (2) During the occurrence and continuance of any Loan Event of Default, all amounts (other than Excluded Amounts) received or realized by Administrative Agent and otherwise distributable pursuant to Section 3.1 or 3.2 shall be distributed as provided in Section 3.3(a).

Distribution of Payments After Loan Event of Default. (a) Except as otherwise required provided in Section 3.4(b4.4(b), all payments received and -------------- amounts realized by Administrative Agent after a Loan Event of Default shall have occurred and be continuing, as well as all payments or amounts then held or thereafter received by Administrative Agent as part of the Trust Estate while such Loan Event of Default shall be continuing, continuing shall be distributed forthwith by Administrative Agent in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse ----- Administrative Agent for any tax, expense or other loss incurred by Administrative Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Administrative Agent) and any unpaid ongoing fees of Administrative Agent shall be distributed to Administrative Agent for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse Information Agent for any tax, expense or other loss incurred by Information Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Information Agent) and any unpaid ongoing fees of Information Agent shall be distributed to Information Agent for its own account; third, so much of such payments or amounts as shall be required to ----- reimburse the then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers for payments made by them to Administrative Agent pursuant to Section 8.4 of the Participation Agreement 8.7 (to the extent not previously reimbursed), ----------- and to pay such then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them pursuant to any expense reimbursement provisions of the Operative Documents shall be distributed to each such ParticipantLender, pro rata among such Participants without priority of one over the other, in accordance with the amount of such payment or payments payable to each such ParticipantLender; fourththird, so much of such amount as shall be required to pay in full the ------ aggregate unpaid principal amount of the Notes, together with Notes and the accrued but unpaid interest on the Notes to the date of distribution shall be distributed to the Lenders holding Notes, ; and in the case the amount so to be distributed shall be insufficient to pay in full as aforesaid, then, pro rata among such Lenders, without priority of one such Lender over the any other, in the proportion that the unpaid principal amount of the Notes held by each Lender bears to the aggregate unpaid principal amount of the Notes; andfourth, the balance, if any, of such payments or amounts remaining thereafter shall be promptly distributed as directed by Borrower.

Distribution of Payments After Loan Event of Default. (a) Except as otherwise required in Section 3.4(b), all All payments received and -------------- amounts realized by Administrative Agent after a Loan Event of Default shall have occurred and be continuingexists, including proceeds from the sale of any of the Collateral (other than Pledge Collateral, the distribution of which is provided in Section 5.14), proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, from Lessee as well as all payments or amounts then held or thereafter payment in accordance with the Lease, including any payment received from Lessee pursuant to Section 17 of the Lease, shall, if received by Administrative Borrower, be paid to Agent as part of the Trust Estate while such Loan Event of Default shall be continuing, promptly as possible and shall be distributed forthwith by Administrative Agent as promptly as possible (it being understood that any such payment received by Agent on a timely basis and in accordance with the provisions of the Operative Documents shall be distributed on the date received in the funds so received) in the following order of priority: first, so much of such payments payment or amounts amount as shall be required to reimburse ----- Administrative Agent for any tax, expense or other loss incurred by Administrative Agent (to the extent not previously reimbursed and to the extent incurred in connection with its any duties as Administrative Agent) and any unpaid ongoing fees of Administrative Agent shall be distributed to Administrative Agent for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse Information Agent for any tax, expense or other loss incurred by Information Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Information Agent) and any unpaid ongoing fees of Information Agent shall be distributed to Information Agent for its own account; third, so much of such payments or amounts as shall be required to ----- reimburse the then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers Participants for payments made by them to Administrative Agent pursuant to Section 8.4 12.4 of the Participation Agreement (to the extent not previously reimbursed); provided that, and with respect to pay any Participant, such then existing or prior Lenders and (so long as Participant shall not be entitled to reimbursement pursuant to this clause second for payments made by it under Section 12.4 of the Loan Events of Default Participation Agreement to the extent that have occurred and are continuing arise solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them be reimbursed would constitute a Claim excluded from indemnification pursuant to any expense reimbursement provisions Section 11.1 of the Operative Documents shall be distributed to each such Participant, pro rata among such Participants without priority of one over the other, in accordance with the amount of such payment or payments payable to each such ParticipantParticipation Agreement; fourththird, so much of such amount as shall be required to pay in full the ------ aggregate unpaid principal amount of the Notes, together with the accrued but unpaid interest on the Notes to the date of distribution shall be distributed to the Lenders holding Noteseach Lender's Participant Balance, and in the case that the amount so to be distributed shall be insufficient to pay in full as aforesaid, then, pro rata among such Lenders, Lenders without priority of one such Lender over the other, other in the proportion that the unpaid principal amount of the Notes held by each Lender Lender's Participant Balance bears to the aggregate unpaid principal amount Participant Balances of all of the NotesLenders; fourth, so much of such amount or amounts as shall be required to pay in full the Participant Balance of Borrower; and

Distribution of Payments After Loan Event of Default. (a) Except as otherwise required provided in Section 3.4(b), all payments received and -------------- amounts (other than Excluded Amounts) realized by Administrative Agent after a Loan Event of Default shall have occurred and be continuing, as well as all payments or amounts then held or thereafter received by Administrative Agent as part of the Trust Estate while such Loan Event of Default shall be continuing, shall be distributed forthwith by Administrative Agent in the following order of priority: firstFIRST, so much SO MUCH OF SUCH PAYMENTS OR AMOUNTS AS SHALL BE REQUIRED TO REIMBURSE AGENT OR TRUSTEE FOR ANY TAX, EXPENSE OR OTHER LOSS INCURRED BY AGENT OR TRUSTEE (TO THE EXTENT NOT PREVIOUSLY REIMBURSED AND TO THE EXTENT INCURRED IN CONNECTION WITH ITS DUTIES AS AGENT OR TRUSTEE, RESPECTIVELY) AND ANY UNPAID ONGOING FEES OF AGENT SHALL BE DISTRIBUTED TO AGENT; SECOND, SO MUCH OF SUCH PAYMENTS OR AMOUNTS AS SHALL BE REQUIRED TO REIMBURSE THE THEN EXISTING OR PRIOR LENDERS (SO LONG AS THE LOAN EVENTS OF DEFAULT THAT HAVE OCCURRED AND ARE CONTINUING ARISE SOLELY FROM A LEASE EVENT OF DEFAULT) FOR PAYMENTS MADE BY THEM TO AGENT OR TRUSTEE PURSUANT TO SECTION 7.7 (TO THE EXTENT NOT PREVIOUSLY REIMBURSED), AND TO PAY SUCH THEN EXISTING OR PRIOR LENDERS (SO LONG AS THE LOAN EVENTS OF DEFAULT THAT HAVE OCCURRED AND ARE CONTINUING ARISE SOLELY FROM A LEASE EVENT OF DEFAULT) THE AMOUNTS PAYABLE TO THEM PURSUANT TO ANY EXPENSE REIMBURSEMENT OR INDEMNIFICATION PROVISIONS OF THE PARTICIPATION AGREEMENT, THE LEASE OR THIS LOAN AGREEMENT, SHALL BE DISTRIBUTED TO EACH SUCH PERSON, WITHOUT PRIORITY OF ONE OVER THE OTHER, IN ACCORDANCE WITH THE AMOUNT OF SUCH PAYMENT OR PAYMENTS PAYABLE TO EACH SUCH PERSON; THIRD, SO MUCH OF SUCH AMOUNT AS SHALL BE REQUIRED TO PAY IN FULL THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE NOTES, TOGETHER WITH ANY ADDITIONAL COSTS AND THE ACCRUED BUT UNPAID INTEREST ON THE NOTES TO THE DATE OF DISTRIBUTION SHALL BE DISTRIBUTED TO LENDERS HOLDING NOTES, AND IN THE CASE THE AMOUNT SO TO BE DISTRIBUTED SHALL BE INSUFFICIENT TO PAY IN FULL AS AFORESAID, THEN, PRO RATA AMONG SUCH LENDERS, WITHOUT PRIORITY OF ONE SUCH LENDER OVER THE OTHER, IN THE PROPORTION THAT THE UNPAID PRINCIPAL AMOUNT OF THE NOTES HELD BY EACH LENDER BEARS TO THE AGGREGATE UNPAID PRINCIPAL AMOUNT OF THE NOTES; FOURTH, THE BALANCE, IF ANY, OF SUCH PAYMENTS OR AMOUNTS REMAINING THEREAFTER SHALL BE PROMPTLY DISTRIBUTED TO, OR AS DIRECTED BY, BORROWER. (b) During the occurrence and continuance of such payments any Loan Event of Default, all amounts (other than Excluded Amounts) received or amounts as shall be required realized by Agent and otherwise distributable pursuant to reimburse ----- Administrative Agent for any tax, expense Section 3.1 or other loss incurred by Administrative Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Administrative Agent) and any unpaid ongoing fees of Administrative Agent 3.2 shall be distributed to Administrative Agent for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse Information Agent for any tax, expense or other loss incurred by Information Agent provided in Section 3.3 (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Information Agent) and any unpaid ongoing fees of Information Agent shall be distributed to Information Agent for its own account; third, so much of such payments or amounts as shall be required to ----- reimburse the then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers for payments made by them to Administrative Agent pursuant to Section 8.4 of the Participation Agreement (to the extent not previously reimburseda), and to pay such then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them pursuant to any expense reimbursement provisions of the Operative Documents shall be distributed to each such Participant, pro rata among such Participants without priority of one over the other, in accordance with the amount of such payment or payments payable to each such Participant; fourth, so much of such amount as shall be required to pay in full the ------ aggregate unpaid principal amount of the Notes, together with the accrued but unpaid interest on the Notes to the date of distribution shall be distributed to the Lenders holding Notes, and in the case the amount so to be distributed shall be insufficient to pay in full as aforesaid, then, pro rata among such Lenders, without priority of one such Lender over the other, in the proportion that the unpaid principal amount of the Notes held by each Lender bears to the aggregate unpaid principal amount of the Notes; and.

Distribution of Payments After Loan Event of Default. (a) Except as otherwise required provided in Section 3.4(b), all payments received and -------------- amounts (other than Excluded Amounts) realized by the Administrative Agent after a Loan Event of Default shall have occurred and be continuing, as well as all payments or amounts then held or thereafter received by the Administrative Agent as part of the Trust Estate while such Loan Event of Default shall be continuing, shall be distributed forthwith by the Administrative Agent in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse ----- the Administrative Agent or Trustee for any tax, expense or other loss incurred by the Administrative Agent or Trustee (to the extent not previously reimbursed and to the extent incurred in connection with its duties as the Administrative AgentAgent or Trustee, Loan Agreement respectively) and any unpaid ongoing fees of the Administrative Agent or Trustee shall be distributed to the Administrative Agent for its own accountor Trustee as the case may be; second, so much of such payments or amounts as shall be required to ------ reimburse Information Agent for any tax, expense or other loss incurred by Information Agent (to the extent not previously reimbursed and to the extent incurred in connection with its duties as Information Agent) and any unpaid ongoing fees of Information Agent shall be distributed to Information Agent for its own account; third, so much of such payments or amounts as shall be required to ----- reimburse the then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) Loan Agreement the Certificate Purchasers for payments made by them to the Administrative Agent or Trustee pursuant to Section 8.4 of the Participation Agreement 7.7 (to the extent not previously reimbursed), and to pay such then existing or prior Lenders and (so long as the Loan Events of Default that have occurred and are continuing arise solely from a Lease Event of Default) the Certificate Purchasers the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Participation Agreement, the Master Lease or this Loan Agreement, shall be distributed to each such ParticipantPerson, pro rata among such Participants without priority of one over the other, in accordance with the amount of such payment or payments payable to each such ParticipantPerson; fourththird, so much of such amount as shall be required to pay in full the ------ aggregate unpaid principal amount of the Notes, together with any Additional Costs and the accrued but unpaid interest on the Notes to the date of distribution shall be distributed to the Lenders holding Notes, and in the case the amount so to be distributed shall be insufficient to pay in full as aforesaid, then, pro rata among such Lenders, without priority of one such Lender over the other, in the proportion that the unpaid principal amount of the Notes held by each Lender bears to the aggregate unpaid principal amount of the Notes; andfourth, the balance, if any, of such payments or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Borrower. (b) During the occurrence and continuance of any Loan Event of Default, all amounts (other than Excluded Amounts) received or realized by the Administrative Agent and otherwise distributable pursuant to Section 3.1 or 3.2 shall be distributed as provided in Section 3.3(a).