Common use of Investment of Security Funds Clause in Contracts

Investment of Security Funds. The parties hereto agree that any amounts not payable to a Lessee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a ---------------------------- Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Default or Lease Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article VIII, X or XIV or this Section 17.21 XI shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees ---------- Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Event of Default or Lease Default, or Lease failure to the Lesseeperform shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent Lessor (or Lessor, as the case may be, Administrative Agent) as directed from time to time in writing by Lessee (provided, however, if an a Lease Event of Default has occurred and is continuing it -------- ------- continuing, such investment will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateLessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereof.same manner as other amounts subject to this Section 18.17. ------------- [signature page follows]

Investment of Security Funds. The parties hereto agree that any amounts not payable to a Lessee Any moneys received by Lessor or the Indenture Trustee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts 12.2 which are payable required to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (Lessee after completion of repairs to be made pursuant to Section 12.2 or Lessor if the Loans have been fully paid) pending payment pursuant to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or LessorSection 11.2, as the case may be, until paid to Lessee as directed provided in Section 11.4(a), 11.5 or 12.2 or the curing of Lease Default or a Lease Event of Default or otherwise applied as provided herein or in the Trust Agreement and Indenture, shall be invested at the risk and expense of Lessee in Specified Investments by Lessor (unless the Indenture shall not have been discharged, in which case, by the Indenture Trustee as provided in Section 6.04(b) of the Indenture) from time to time as directed by telephone (and confirmed promptly thereafter in writing writing) by Lessee if such investments are reasonably available for purchase. There shall be promptly remitted to Lessee, so long as no Lease Default relating to Section 14(a), (providedb), however, if an (g) or (h) or Lease Event of Default has shall have occurred and is continuing it will be directed by the Agent orcontinuing, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in and Lessee will promptly pay to Lessor or the same manner Indenture Trustee, as the principal invested. Lessee upon demand shall pay to the Agent or Lessorcase may be, as appropriateon demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be disposed of in accordance with the terms of the Trust Agreement and the liquidation Indenture. If a Lease Event of Default shall have occurred and be continuing, any moneys held pursuant to this Section 24, and any gain from the investment thereof, may be applied to Lessee's obligations hereunder.

Investment of Security Funds. The parties hereto agree ---------------------------- that any amounts not payable to a Lessee pursuant to any provision of Article ------- VIII, X or XIV or this Section 17.21 shall be held by the Agent (or Lessor if ---- - --- ------------- the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (provided, however, if an Event of Default has -------- ------- occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any amounts not payable Any insurance proceeds ---------------------------- and other payments in respect of an Event of Loss paid to a Lessee pursuant or retained by the Lender which are required to any provision be paid to the Borrower or applied for the benefit of Article VIIIthe Borrower, X but which the Lender is entitled to hold under the terms hereof pending the occurrence of some event or XIV the performance of some act (including, without limitation, the remedying of an Event of Default), shall, until paid to the Borrower or this Section 17.21 shall applied as provided herein, be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease Lender in a segregated account and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed Lender from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the direction, risk and expense and risk of the Lessees, Borrower in Permitted Investments. Any There shall be promptly remitted to the Borrower any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) unless a Specified Default shall have occurred and be continuing, in which case such gains shall be held or applied in accordance with the same manner as the principal investedpreceding sentence. Lessee upon demand shall The Borrower will promptly pay to the Agent or LessorLender, as appropriateon demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment). Any other monies paid to or retained by the Lender which are required to be paid to the Borrower or applied for the benefit of the Borrower, but which the Lender is entitled to hold under the terms hereof pending the occurrence of some event or the performance of some act (including, without limitation, the remedying of an Event of Default), may, until paid to the Borrower or applied as provided herein, be held by the Lender in the manner of its discretion and the liquidation thereofLender shall have no obligation to hold such monies in a separate account and may commingle such monies with its general or other funds.

Investment of Security Funds. The parties hereto agree that any amounts not payable to a Lessee pursuant to any provision of Article VIII, X or XIV hereof or this Section 17.21 17.14 shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree --------------------------- that any amounts not payable to a Lessee pursuant to any provision of Article ------- VIII, X or XIV or this Section 17.21 shall be held by the Agent (or Lessor if ---- - --- ------------- the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is -------- ------- continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a ---------------------------- Lessee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 ------------ - --- ------------- solely because an Event of Default shall have occurred and be continuing shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lesseeno Event of Default shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)Agreement, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or or, as long as the Loan Agreement is in effect, until applied against the Lessees' Lessee's obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, be as directed from time to time in writing by Lessee (provided, however, if -------- ------- an Event of Default has occurred and is continuing it will be directed by the Agent or, if the Loans Funded Amounts have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted InvestmentsInvestments specified by the Agent. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.[Signature page follows]

Investment of Security Funds. The parties hereto ---------------------------- agree that any amounts not payable to a the Lessee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 shall be held by the Agent ------------ - --- ------------- (or the Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of the Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by the Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or the Lessor if the Loans have been fully paid) pending payment to a the Lessee shall until paid to such the Lessee, as provided hereunder or until applied against the Lessees' Lessee's obligations herein and under the Master Agreement and the other Operative Documents and distributed as provided in the Loan Agreement (or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or the Lessor, as the case may be, as directed from time to time in writing by the Lessee (provided, however, if a Potential -------- ------- Event of Default or an Event of Default has occurred and is continuing occurred, it will be directed by the Agent or, if the Loans have been fully paid, the Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investmentsinvestments permitted by the Required Lenders. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. The Lessee upon demand shall pay to the Agent or the Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any amounts not payable to a Lessee pursuant to any provision of Article ARTICLE VIII, X or XIV or this Section 17.21 SECTION 17.14 shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (providedPROVIDED, howeverHOWEVER, if an Event of Default has occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Default or Lease Payment/Bankruptcy Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article VIII, X or XIV or this Section 17.21 XIII shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Event of Default or Lease Payment/Bankruptcy Default, or failure to the Lesseeperform shall be continuing, such amounts, net of any amounts Lease Agreement previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent Lessor (or Lessor, as the case may be, Agent) as directed from time to time in writing by Lessee (provided, however, if an a Lease Event of Default has occurred and is continuing it will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateLessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereofsame manner as other amounts subject to this Section 21.18.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Article VIII, X Default or XIV Lease Default shall have occurred and be continuing or this Section 17.21 because Lessee shall not have performed in full its obligations under ARTICLE XIII shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Event of Default or Lease Default, or failure to the Lesseeperform shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, Lessor as directed from time to time in writing by Lessee (providedPROVIDED, howeverHOWEVER, if an a Lease Event of Default or Lease Default has occurred and is continuing continuing, it will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateon demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereofsame manner as other amounts subject to this SECTION 20.16.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 17.19 solely because an Event of Default shall have occurred and be continuing shall be held by the Administrative Agent (or Lessor if the Loans have Loan has been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Participation Agreement. At such time as such amounts are payable to the Lesseeno Event of Default shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Participation Agreement (which application is hereby agreed to by Lessee)or otherwise in accordance with the related terms, shall be paid to the related Lessee. Any such amounts which are held by the Administrative Agent (or Lessor if the Loans have Loan has been fully paid) pending payment to a Lessee shall shall, until paid to such Lessee, Lessee as provided hereunder or or, as long as the Loan Agreement is in effect, until applied against the Lessees' Lessee's obligations herein and under the Master Participation Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Administrative Agent or Lessor, as the case may be, be as directed from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is continuing it will be directed by the Administrative Agent or, if the Loans have Loan has been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount [balance of any loss incurred in connection with all such investments and the liquidation thereof.page left blank/signatures follow]

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a ---------------------------- Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Default or Lease Event of Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article VIII, X or XIV or this Section 17.21 XIII shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees ------------ Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Default or Lease Event of Default, or failure to the Lesseeperform shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent Lessor (or Lessor, as the case may be, Agent) as directed from time to time in writing by Lessee (provided, however, that if an a Lease Event of Default has -------- ------- occurred and is continuing it will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateLessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereofsame manner as other amounts subject to this Section.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Default or Lease Payment/Bankruptcy Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article VIII, X or XIV or this Section 17.21 XIII shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Event of Default or Lease Payment/Bankruptcy Default, or failure to the Lesseeperform shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent Lessor (or Lessor, as the case may be, Agent) as directed from time to time in writing by Lessee (provided, however, if an a Lease Event of Default has occurred and is continuing it will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateLessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereofsame manner as other amounts subject to this Section 21.18.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Article VIII, X Default or XIV Lease Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under this Section 17.21 Lease or the other Operative Documents shall be held 38 Master Lease Agreement 40 by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Event of Default or Lease Default, or failure to the Lesseeperform shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related LesseeLessee to be retained as its property. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent Lessor (or Lessor, as the case may be, Agent) as directed from time to time in writing by Lessee (provided, however, if an a Lease Event of Default has occurred and is continuing it will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateLessor on demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereofsame manner as other amounts subject to this Section 20(t).

Investment of Security Funds. The parties hereto agree ---------------------------- that any amounts not payable to a Lessee pursuant to any provision of Article ------- VIII, X or XIV or this Section 17.21 shall be held by the Agent (or Lessor if ---- - --- ------------- the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (provided, however, if an Event of -------- ------- Default has occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee and paid to or retained by Lessor pursuant to any provision hereof solely because a Lease Event of Default or Lease Default shall have occurred and be continuing or because Lessee shall not have performed in full its obligations under Article VIII, X or XIV or this Section 17.21 XIII shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Agreementother Operative Documents. At such time as such amounts are payable no Lease Event of Default or Lease Default, or failure to the Lesseeperform shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)any other Operative Documents, shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee or application hereunder shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, Lessor as directed from time to time in writing by Lessee (provided, however, if an a Lease Event of Default or Lease Default has occurred and is continuing continuing, it will be directed by the Agent orLessor), if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied from time to time in the same manner as the principal invested. Lessee upon demand shall will promptly pay to the Agent or Lessor, as appropriateon demand, the amount of any loss realized as the result of any such investment (together with any fees, commissions and other expenses, if any, incurred in connection with all such investments investment), such amount to be held, paid and applied in the liquidation thereofsame manner as other amounts subject to this Section 20.16.

Investment of Security Funds. The parties hereto ---------------------------- agree that any amounts not payable to a the Lessee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 shall be held ------------ - --- ------------- by the Agent (or the Lessor if the Loans have been fully paid) as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of the Lessor under the Loan Agreement. At such time as such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by the Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or the Lessor if the Loans have been fully paid) pending payment to a the Lessee shall until paid to such the Lessee, as provided hereunder or until applied against the Lessees' Lessee's obligations herein and under the Master Agreement and the other Operative Documents and distributed as provided in the Loan Agreement (or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or the Lessor, as the case may be, as directed from time to time in writing by the Lessee (provided, however, if a Potential Event of Default or an Event of -------- ------- Default has occurred and is continuing occurred, it will be directed by the Agent or, if the Loans have been fully paid, the Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investmentsinvestments permitted by the Required Lenders. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. The Lessee upon demand shall pay to the Agent or the Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.

Investment of Security Funds. The parties hereto agree that any Any amounts not payable to a Lessee (which amounts shall be paid to or retained by Lessor), pursuant to any provision of Article VIIIIX, X XI or XIV XV or this Section 17.21 solely because an Event of Default shall have occurred and be continuing, shall be held by the Agent (or Lessor if the Loans have been fully paid) Lender, on behalf of Lessee, as security for the obligations of the Lessees Lessee under this Lease and the Master Agreement and of Lessor under the Loan Participation Agreement. At such time as such amounts are payable to the Lesseeno Event of Default shall be continuing, such amounts, net of any amounts previously applied to the Lessees' Lessee's obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee)Participation Agreement, shall be paid to Lessee or such sublessee or transferee, as the related Lesseecase may be. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) Lender pending payment to a Lessee or such sublessee or transferee, as the case may be, shall until paid to Lessee or such Lesseesublessee or transferee, as the case may be, as provided hereunder or or, as long as any of the Loan Agreements is in effect, until applied against the Lessees' Lessee's obligations herein and under the Master Participation Agreement and distributed as provided in Section 3 of the Loan Agreement or herein (after the Loan Agreement is Agreements are no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, Lender as directed from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is continuing it such investment will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the LesseesLessee, in Permitted Investmentsinvestments reasonably approved by the Lender. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.[THIS SPACE INTENTIONALLY LEFT BLANK]

Investment of Security Funds. The parties hereto agree that any amounts not payable to a Lessee pursuant to any provision of Article VIII, X or XIV or this Section 17.21 solely because an Event of Default shall have occurred and be continuing shall be held by the Agent (or Lessor if the Loans have been fully paid) as security for the obligations of the Lessees under this Lease and the Master Agreement and of Lessor under the Loan Agreement. At such time as no Event of Default shall be continuing such amounts are payable to the Lessee, such amounts, net of any amounts previously applied to the Lessees' obligations hereunder or under the Master Agreement (which application is hereby agreed to by Lessee), shall be paid to the related Lessee. Any such amounts which are held by the Agent (or Lessor if the Loans have been fully paid) pending payment to a Lessee shall until paid to such Lessee, as provided hereunder or until applied against the Lessees' obligations herein and under the Master Agreement and distributed as provided in the Loan Agreement or herein (after the Loan Agreement is no longer in effect) in connection with any exercise of remedies hereunder, be invested by the Agent or Lessor, as the case may be, as directed from time to time in writing by Lessee (provided, however, if an Event of Default has occurred and is continuing it will be directed by the Agent or, if the Loans have been fully paid, Lessor) and at the expense and risk of the Lessees, in Permitted Investments. Any gain (including interest received) realized as the result of any such investment (net of any fees, commissions and other expenses, if any, incurred in connection with such investment) shall be applied in the same manner as the principal invested. Lessee Lessees upon demand shall pay to the Agent or Lessor, as appropriate, the amount of any loss incurred in connection with all such investments and the liquidation thereof.