Common use of Exercise of Remedies and Application of Proceeds Clause in Contracts

Exercise of Remedies and Application of Proceeds. So long as ------------------------------------------------ any Secured Obligations remain outstanding to more than one Beneficiary, the following provisions shall apply: (a) If a Lease Event of Default shall have occurred and is continuing, upon the written request of the Required Beneficiaries, the Collateral Agent shall render an accounting of the current balance of each Account. (b) If a Lease Event of Default shall have occurred and is continuing, and only in such event, upon the written request of the Required Beneficiaries the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Agreement and which the Required Beneficiaries direct it to take under this Agreement, including realization and foreclosure on the Collateral. (c) If a Lease Event of Default relating to a default by the Manager under the Management Agreement shall have occurred and is continuing, and Lessee Parent is terminated as Manager under the Management Agreement, the Collateral Agent shall be authorized to send the LockBox Change Notice to the LockBox Bank. (d) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof shall be governed by this Section 4.4(d). Any non-cash proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Beneficiaries until later sold or otherwise converted into cash, at which time the Collateral Agent shall transfer any cash proceeds net of expenses resulting from liquidation of the Collateral (i) in accordance with Section 3.4 hereof so long as any Lender Loan or Assumed Debt are outstanding and (ii) thereafter, at the direction of the Required Beneficiaries.

Exercise of Remedies and Application of Proceeds. So Notwithstanding the provisions of ARTICLE 3 (The Funds) of this Agreement, so long as ------------------------------------------------ any Secured Obligations remain Finance Liability remains outstanding to more than one BeneficiarySenior Party, the following provisions shall apply: (a) If a Lease Trigger Event of Default shall have occurred and is continuingbe continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to SECTION 5.2(A) (Actions Upon a Trigger Event) hereof), upon the written request of the Required BeneficiariesSenior Parties, the Collateral Agent Agent, on behalf of the Senior Parties, shall give the Depositary Bank a written notice that a Trigger Event has occurred (the date of such notice, the "TRIGGER EVENT DATE") and direct the Depositary Bank to render an accounting of the current balance of each AccountFund and of any other monies of the Partnership and the Authority administered by such Depositary Bank. No Senior Party shall be deemed to have knowledge or notice of the occurrence of any Event of Default until such Senior Party has received a written notice of such Event of Default from the Partnership or any other Person for whom such Senior Party is acting as agent or trustee. (b) If a Lease Trigger Event of Default shall have occurred and is continuingbe continuing (subject to the requirement that the Collateral Agent shall have received written notice pursuant to SECTION 5.2(A) (Actions Upon a Trigger Event) hereof), and only in such event, upon the written request of the Required Beneficiaries Senior Parties, the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Agreement the Security Documents and which the Required Beneficiaries Senior Parties direct it to take under this Agreement, including realization and foreclosure on the Collateral. (c) If ; PROVIDED, HOWEVER, that if a Lease Bankruptcy Event set forth in the Common Agreement or any other Financing Document in respect of Default relating to a default by the Manager under Partnership or the Management Agreement shall have occurred and is continuing, and Lessee Parent is terminated as Manager under Authority has caused the Management AgreementTrigger Event, the Collateral Agent shall automatically be authorized to send take such action without the LockBox Change Notice to written request of the LockBox BankRequired Senior Parties. (dc) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Security Documents shall be governed by this Section 4.4(dSECTION 5.3(C). Any non-cash proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Beneficiaries Senior Parties until later sold or otherwise converted into cash, at which time the Collateral Agent shall apply such cash in accordance with the next sentence of this SECTION 5.3(C). The Collateral Agent shall transfer any cash proceeds net of reasonable expenses resulting from liquidation of the Collateral to the Revenue Fund which proceeds shall be distributed by the Collateral Agent in accordance with the terms and provisions of this Agreement in the following order of priority: (i) in accordance with Section 3.4 hereof so long as to the Debt Service Fund for payment to the Collateral Agent, the Authority Trustee, the DSR LOC Agent, the PPA LOC Agent, the Depositary Bank, any Lender Loan agent or Assumed representative of Other Senior Debt, and the Trustee, ratably, an amount equal to all Collateral Agent Claims, Authority Trustee Claims, DSR LOC Agent Claims, PPA LOC Agent Claims, Depositary Bank Claims, Other Senior Debt are outstanding Agent Claims and Trustee Claims, respectively, due and owing to such parties under the Financing Documents and this Agreement; (ii) thereafterto the Debt Service Fund for payment to the Senior Parties, at ratably, an amount equal to the direction unpaid amount of all Senior Debt constituting principal, interest, premium, if any, and fees due and owing to the Senior Parties by the Partnership; (iii) to the Debt Service Fund for payment to the Senior Parties, ratably, an amount equal to all other unpaid amounts then due and payable in respect of all Senior Debt owed to such Senior Parties; (iv) to the Subordinated Debt Account for payment to the holders of Third Party Subordinated Debt, ratably, an amount equal to the unpaid amount of all Third Party Subordinated Debt due and owing to such holders; and (v) to the Partnership (or its successors or assigns) or to holders of Affiliate Subordinated Debt or to whomever a court of competent jurisdiction may direct, any surplus remaining after giving effect to clauses (i), (ii), (iii) and (iv) above. At the time the distribution is to be made pursuant to clause (ii) above, the Collateral Agent shall set aside available monies (on a ratable basis with such distribution) in a separate interest-bearing trust account in an amount up to the then outstanding aggregate amount of the Required BeneficiariesDSR LOC and the PPA LOC (which outstanding aggregate amount of the DSR LOC shall be calculated after giving effect to the redemption of Bonds from such distribution in clause (ii) above). Upon a subsequent draw on the DSR LOC or the PPA LOC, as the case may be, the Collateral Agent shall as soon as practicable transfer monies from the separate account to the DSR LOC Agent or the PPA LOC Agent, as the case may be, up to the amount so drawn, to the extent not reimbursed, on such DSR LOC or PPA LOC. Upon an expiration or termination of the DSR LOC or the PPA LOC, as the case may be, monies in such separate account collateralizing such DSR LOC or such PPA LOC, as the case may be, shall be released and applied as set forth above in clauses (ii), (iii), (iv) and (v) above. (d) The proceeds of any sale, disposition or other realization with respect to Collateral held for the benefit of some but not all of the Senior Parties, if applicable, shall be applied to the payment of obligations owed to the parties for whose benefit the specific Collateral was held.

Exercise of Remedies and Application of Proceeds. So long ------------------------------------------------ as ------------------------------------------------ any Secured Obligations remain outstanding to more than one Beneficiary, the following provisions shall apply: (a) If a Lease Trigger Event of Default shall have occurred and is continuing, upon the written request of the Required Beneficiaries, the Collateral Agent shall render an accounting of the current balance of each Account. (b) If a Lease Trigger Event of Default shall have occurred and is continuing, and only in such event, upon the written request of the Required Beneficiaries the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Agreement and which the Required Beneficiaries direct it to take under this Agreement, including realization and foreclosure on the Collateral. (c) If a Lease Trigger Event of Default relating to a default by the Manager under the Management Agreement shall have occurred and is continuing, and Lessee Parent GATC is terminated as Manager under the Management Agreement, the Collateral Agent shall be authorized to send the LockBox Change Notice to the LockBox Bank. (d) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof shall be governed by this Section 4.4(d). Any non-cash proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Beneficiaries until later sold or otherwise converted into cash, at which time the Collateral Agent shall transfer any cash proceeds net of expenses resulting from liquidation of the Collateral (i) in accordance with Section 3.4 hereof so long as any Lender Loan or Assumed Debt are outstanding and (ii) thereafter, at the direction of the Required Beneficiaries.

Exercise of Remedies and Application of Proceeds. So long as ------------------------------------------------ any Secured Obligations remain outstanding to more than one Beneficiaryoutstanding, the following provisions shall apply: (a) If a Lease Event of Default shall have occurred and is continuing, upon Upon the written request of the Required BeneficiariesHolder(s), the Collateral Agent shall render an accounting of the current balance of each Account. (b) If a Lease Event of Default shall have occurred and is continuing, and only in such event, upon the written request of the Required Beneficiaries the Collateral Agent shall be authorized to take any and all actions and to exercise any and all rights, remedies and options which it may have under this Agreement the Collateral Documents and which the Required Beneficiaries Holder(s) direct it to take under this Agreement, including realization and foreclosure on the Collateral. (cb) If a Lease Event of Default relating to a default by As between the Manager under Holders and the Management Agreement shall have occurred and is continuing, and Lessee Parent is terminated as Manager under the Management AgreementCollateral Agent, the Collateral Agent shall be authorized to send the LockBox Change Notice to the LockBox Bank. (d) The proceeds of any sale, disposition or other realization or foreclosure by the Collateral Agent upon the Collateral or any portion thereof pursuant to the Collateral Documents shall be governed by this Section 4.4(d5(b). Any non-cash ------------ proceeds resulting from such liquidation of the Collateral shall be held by the Collateral Agent for the benefit of the Beneficiaries Holders until later sold or otherwise converted into cash, at which time the Collateral Agent shall transfer apply such cash in accordance with the next sentence of this Section 5(b). The Collateral Agent ------------ shall distribute any cash proceeds net of expenses resulting from liquidation of the Collateral (i) to the Holders, promptly after receipt thereof, on a pro rata basis in accordance with Section 3.4 hereof so long as any Lender Loan or Assumed Debt are the respective outstanding and (ii) thereafter, at the direction amounts of the Required Beneficiaries.Obligations owed to each. Notwithstanding any other provision hereof, as between the Holders and the Collateral Agent, in the event of any conflict between the terms of this Section 5(b) and the other Collateral Documents, the provisions of this Section ------------ ------- 5(b) shall control. ----