Common use of Payment After Event of Default, etc Clause in Contracts

Payment After Event of Default, etc. All payments received and amounts held or realized by the Administrative Agent after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, and after the Notes shall have been accelerated pursuant to Section 12(a) hereof or after the Lenders or the Administrative Agent shall foreclose or enforce the Mortgage or after the Notes shall have become due and payable as provided in Section 12(a)(ii) or (iii), as well as all payments or amounts then held by the Administrative Agent as part of the Mortgage Estate, shall be promptly distributed 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 for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Estate pursuant to Section 12(c)(ii)) incurred by the Administrative Agent (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Administrative Agent, in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative Agent, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Agent in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to pay in full to the Lenders all amounts payable thereto pursuant to any other Operative Document and secured hereunder (other than amounts payable pursuant to clause "third" of this Section 12(g)) to the Lenders and remaining unpaid, including Break Amount and Additional Costs, shall be distributed to such Persons, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of such person over any other; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of and all accrued but unpaid interest to the date of distribution on, the Notes shall be distributed to the Lenders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any such person over any other, in the proportion that the principal amount of and all accrued but unpaid interest to the date of distribution on, each Note bears to the aggregate principal amount of and all accrued but unpaid interest to the date of distribution on all Notes; fourth, so much of such payments or amounts remaining or shall be required to pay in full the amounts owing to the Related Lenders and the Related Administrative Agent under the Related Operative Documents in accordance with Section 12(g) of the Related Credit Agreement; and fifth, the balance, if any, of such payments or amount remaining thereafter shall be distributed to the Borrower or as a court of competent jurisdiction shall direct.

Payment After Event of Default, etc. All payments received and amounts held or realized by the Administrative Agent Indenture Trustee after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, and after the Notes shall have been accelerated pursuant to Indenture Trustee has received a request in accordance with the first sentence of Section 12(a10.02(b) hereof or after the Lenders or the Administrative Agent Indenture Trustee shall foreclose or enforce the Mortgage this Indenture or after the Notes Certificates shall have become due and payable as provided in Section 12(a)(ii9.01(b) or (iiic), as well as all payments or amounts then held by the Administrative Agent Indenture Trustee as part of the Mortgage Indenture Estate, shall be promptly distributed by the Administrative Agent Indenture Trustee in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Administrative Agent Indenture Trustee for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Indenture Estate pursuant to Section 12(c)(ii9.03(b)) incurred by the Administrative Agent Indenture Trustee hereunder or under the Other Trust Indentures (to the extent not previously reimbursed) (including, without limitation, the reasonable expenses of any sale, taking or other proceeding, reasonable attorneys' ’ fees and expenses, court costs, and any other reasonable expenditures incurred or expenditures or advances made by the Administrative Agent, Indenture Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative AgentIndenture Trustee, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Agent Indenture Trustee in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to pay reimburse the holders of the Certificates and the Other Secured Parties in full for payments made pursuant to Section 10.03 (to the Lenders all amounts payable thereto pursuant to any other Operative Document and secured hereunder (other than amounts payable pursuant to clause "third" extent not previously reimbursed) of this Section 12(g)) to Trust Indenture or of the Lenders and remaining unpaid, including Break Amount and Additional Costs, Other Trust Indentures shall be distributed to such Personsholders and Other Secured Parties, and if the aggregate amount remaining shall be insufficient to pay reimburse all such amounts payments in full, it shall be distributed ratably, without priority of such person any Certificate Holder or Other Secured Party over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such holder of Certificates and any Other Secured Party pursuant to Section 10.03 of this Trust Indenture or of the Other Trust Indentures bears to the aggregate amount of the unreimbursed payments made by all holders of Certificates and the Other Secured Parties pursuant to Section 10.03 of this Trust Indenture or of the Other Trust Indentures; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of and all accrued but unpaid interest to the date holders of distribution onCertificates and the Other Secured Parties all other amounts payable pursuant to the indemnification provisions of the Loan Agreement and the Other Loan Agreements or pursuant to any other provision of any Operative Document and any related Other Operative Document and secured hereunder (other than amounts payable pursuant to clause “second” or “fourth” of this Section 9.07) to the holders of Certificates and the Other Secured Parties and remaining unpaid, the Notes including Break Amount, shall be distributed to the Lenderssuch holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any such person holder or Other Secured Party over any other, in the proportion that the aggregate amount due each holder of Certificates and the Other Secured Parties under this clause “third” bears to the aggregate amount due all holders of Certificates and the Other Secured Parties under this clause “third”; fourth, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of, and all accrued but unpaid interest to the date of distribution on, the Certificates and the Other Loan Certificates shall be distributed to the holders of the Certificates and the Other Loan Certificates, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one holder or any Other Secured Party over any other, in the proportion that the principal amount of and all accrued but unpaid interest to the date of distribution on, each Note Certificate and Other Loan Certificates bears to the aggregate principal amount of and all accrued but unpaid interest to the date of distribution on all NotesCertificates and Other Loan Certificates; fourthfifth, so much of such payments or amounts remaining or as shall be required to pay in full the amounts owing remaining Other Secured Obligations to the Related Lenders and extent not covered under clauses “first” through “fourth” above shall be distributed to the Related Administrative Agent under the Related Operative Documents in accordance with Section 12(g) Other Secured Parties ratably, without priority of the Related Credit Agreementany one party over any other; and fifthsixth, the balance, if any, of such payments or amount remaining thereafter shall be distributed to the Borrower or as a court of competent jurisdiction shall direct.

Payment After Event of Default, etc. All payments received and amounts held or realized by the Administrative Agent after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, and after the Notes shall have been accelerated pursuant to Section 12(a) hereof or after the Lenders or the Administrative Agent shall foreclose or enforce the Mortgage or after the Notes shall have become due and payable as provided in Section 12(a)(ii) or (iii), as well as all payments or amounts then held by the Administrative Agent as part of the Mortgage Estate, shall be promptly distributed 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 for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Estate pursuant to Section 12(c)(ii)) incurred by the Administrative Agent (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Administrative Agent, in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative Agent, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Agent in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to pay in full to the Lenders all amounts payable thereto pursuant to any other Operative Document and secured hereunder (other than amounts payable pursuant to clause "third" of this Section 12(g)) to the Lenders and remaining unpaid, including Break Amount and Additional Costs, shall be distributed to such Persons, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of such person over any other; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of and all accrued but unpaid interest to the date of distribution on, the Notes shall be distributed to the Lenders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any such person over any other, in the proportion that the principal amount of and all accrued but unpaid interest to the date of distribution on, each Note bears to the aggregate principal amount of and all accrued but unpaid interest to the date of distribution on all Notes; and fourth, so much of such payments or amounts remaining or shall be required to pay in full the amounts owing to the Related Lenders and the Related Administrative Agent under the Related Operative Documents in accordance with Section 12(g) of the Related Credit Agreement; and fifth, the balance, if any, of such payments or amount remaining thereafter shall be distributed to the Borrower or as a court of competent jurisdiction shall direct.

Payment After Event of Default, etc. All payments received Except as otherwise expressly provided in Sections 5.04 and amounts held or realized by the Administrative Agent 4.04 hereof, after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, continuing and after the Notes shall Advances have been accelerated pursuant to Section 12(a) hereof or after the Lenders or the Administrative Agent shall foreclose or enforce the Mortgage or after the Notes shall have become declared due and payable as provided in Section 12(a)(ii) or (iii)and such declaration and its consequences have not been rescinded and annulled, as well as all payments (other than any Excepted Payments) received or amounts then held by the Administrative Agent as part of the Mortgage Estate, in any Collateral Account shall be promptly distributed by the Administrative Security Agent in the following order of priority: firstFirst, so much of such payments or amounts as shall be required distributed to the Security Agent and the Administrative Agent sufficient to pay in full fees, indemnities, costs and expenses (if any) then due and owing to the Administrative Agent and the Security Agent on a pro rata basis (including to reimburse the Administrative Security Agent for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Estate pursuant to Section 12(c)(ii)) incurred by the Administrative Security Agent (to the extent not previously reimbursed) in connection with the enforcement or preservation of rights under the Operative Agreements (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' ’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Administrative Agent, Security Agent in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative Security Agent, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Agent in reimbursement of such expenses); secondSecond, so much of such amounts remaining shall be distributed as so directed to pay in full (A) accrued and unpaid Administrative Expenses and the Operational Expenses, (B) the remaining Senior Management Fees then due and owing to the Manager and (C) to the extent not paid under clause (A), any indemnification payments or then due and owing to the Manager under the Management and Operating Agreement on a pro rata basis; Third, in no order of priority among each other but on a pro rata basis as to the amounts described in clauses (A), (B), (C) and (D) as follows: (A) so much of such amounts remaining as shall be is required to pay in full the accrued and unpaid Unused Fees owing to the Lenders all amounts payable thereto pursuant to any other Operative Document and secured hereunder (other than amounts payable pursuant to clause "third" of this Section 12(g)) shall be distributed to the Lenders and on a pro rata basis based upon the aggregate Unused Fees due to all Lenders; (B) so much of such amounts remaining unpaid, including Break Amount and Additional Costsas is required to pay in full the accrued but unpaid interest then due in respect of the outstanding Advances, shall be distributed to the Lenders on a pro rata basis based upon the outstanding principal amount of all Advances funded by such Persons, Lenders; and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of such person over any other; third, (C) so much of such payments or amounts remaining as shall be is required to pay in full the aggregate unpaid principal amount LIBOR Break Costs, if any, and any other amounts (including any indemnity payments under Section 10.3.2 of and all accrued but unpaid interest the Credit Agreement) owing to the date of distribution on, Lenders under the Notes Operative Agreements shall be distributed to the Lenders, and if Lenders on a pro rata basis based upon the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any such person over any other, in the proportion that the principal amount of such LIBOR Break Costs and all accrued but unpaid interest such other amounts owed to the date of distribution on, each Note bears to the aggregate principal amount of Lenders and all accrued but unpaid interest to the date of distribution on all Notes; fourth, (D) so much of such payments or amounts remaining or shall be as is required to pay in full the amounts owing accrued but unpaid interest then due in respect of the outstanding Class A Member Subordinated Indebtedness shall be distributed to the Related Lenders and applicable Class A Member; Fourth, so much of such amounts remaining shall be distributed to the Related Administrative Agent Equity Holders to pay to each Equity Holder the distributions permitted under the Related Operative Documents in accordance with Section 12(g5.1(a)(ii) of the Related JV Agreement; Fifth, so much of such amounts remaining shall be distributed to the Lenders in order to pay the outstanding principal amount of all Advances and all amounts under any Hedging Agreement constituting Senior Secured Obligations on a pro rata basis based upon the outstanding principal amount of all Advances funded by the Lenders; Sixth, so much of such amounts remaining shall be distributed to the applicable Class A Member in order to pay in full the outstanding principal amount of all such Class A Member Subordinated Indebtedness; Seventh, so much of such amounts remaining shall be distributed to the applicable Equity Holder in order to reimburse such Equity Holder for payment (if any) made by such Equity Holder whether in the form of a capital contribution or a subordinated loan permitted under the JV Agreement to allow the Borrower to comply with the requirements of Section 3.1(c) of the Credit Agreement; Eighth, only after payment in full of all amounts above (including all Senior Secured Obligations pursuant to clauses “first”, “third”, “fourth”, “fifth” and fifth“sixth” above), so much of such amount remaining shall be distributed to the Junior Secured Party sufficient to pay in full the Junior Secured Obligations then due and owing; Ninth, so much of such amounts remaining as is required to pay in full the Manager any accrued and unpaid Management Fees (including the remaining Junior Management Fees); Tenth, so much of such amounts remaining shall be distributed to the applicable Equity Holder in order to pay in full all such Equity Holder Subordinated Indebtedness; and Eleventh, the balance, if any, of such payments or amount amounts remaining thereafter less the amount of the payments remaining to be made under the Assigned Construction Contract shall be distributed deposited into the Equity Distribution Account for distribution to the Borrower or as a court Equity Holders in accordance with Sections 5.1(a)(iii) through 5.1(a)(vi) of competent jurisdiction shall directthe JV Agreement.

Payment After Event of Default, etc. All payments received and amounts held or realized by the Administrative Security Agent after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, and after the Notes shall have been accelerated pursuant to Section 12(a) hereof or after the Lenders or the Administrative Security Agent shall foreclose or enforce the Mortgage this Security Agreement, or after the Notes shall have become due and payable as provided in Section 12(a)(ii9.01(b) or (iiic), as well as all payments or amounts then held by the Administrative Security Agent as part of the Mortgage Estate, shall be promptly distributed by the Administrative Security Agent in the following order of priority: first, so much of such payments or amounts as shall be required to reimburse the Administrative Security Agent for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Estate pursuant to Section 12(c)(ii9.03(b)) incurred by the Administrative Security Agent hereunder (to the extent not previously reimbursed) (including, without limitation, the reasonable expenses of any sale, taking or other proceeding, reasonable attorneys' ’ fees and expenses, court costs, and any other reasonable expenditures incurred or expenditures or advances made by the Administrative Agent, Security Agent in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative Security Agent, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Security Agent in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to pay reimburse the Lenders in full for payments made pursuant to Section 10.03 (to the Lenders all amounts payable thereto pursuant to any other Operative Document and secured hereunder (other than amounts payable pursuant to clause "third" extent not previously reimbursed) of this Section 12(g)) to the Lenders and remaining unpaid, including Break Amount and Additional Costs, Security Agreement shall be distributed to such Personsthe Lenders, and if the aggregate amount remaining shall be insufficient to pay reimburse all such amounts payments in full, it shall be distributed ratably, without priority of such person any Note over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Lender pursuant to Section 10.03 of this Security Agreement bears to the aggregate amount of the unreimbursed payments made by all Lenders pursuant to Section 10.03 of this Security Agreement; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of and all accrued but unpaid interest to the date Lenders all other amounts payable pursuant to the indemnification provisions of distribution onthe Loan Agreement or pursuant to any other provision of any Transaction Document and secured hereunder (other than amounts payable pursuant to clause “second” or “fourth” of this Section 9.07) to the Lenders and remaining unpaid, the Notes including LIBOR Breakage Costs, shall be distributed to the Lenders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any Note over any other, in the proportion that the aggregate amount due each Lender under this clause “third” bears to the aggregate amount due all Lenders under this clause “third”; fourth, so much of such person payments or amounts remaining as shall be required to pay in full all accrued but unpaid interest to the date of distribution on the Notes, and thereafter the aggregate unpaid principal amount of the Notes, shall be distributed to the Lenders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Note over any other, in the proportion that the principal amount of and all accrued but unpaid interest to the date of distribution on, each Note bears to the aggregate principal amount of and all accrued but unpaid interest to the date of distribution on all Notes; fourthfifth, so much of such payments or amounts remaining or as shall be required to pay the corresponding amounts respecting the Other Security Agreements as described in full clause “first” above shall be paid to each such Security Agent under such Other Security Agreements; sixth, so much of such payments or amounts remaining as shall be required to pay the corresponding amounts owing respecting the Other Security Agreements as described in clause “second” above shall be paid to each such Security Agent under such Other Security Agreements; seventh, so much of such payments or amounts remaining as shall be required to pay the corresponding amounts respecting the Other Transaction Documents as described in clause “third” above shall be paid to the Related Lenders and the Related Administrative Agent under the Related Operative Documents in accordance with Section 12(g) holders of the Related Credit AgreementOther Notes under such Other Transaction Documents; and fiftheighth, so much of such payments or amounts remaining as shall be required to pay the corresponding amounts respecting the Other Notes as described in clause “fourth” above shall be paid to the holders of the Other Notes; ninth, the balance, if any, of such payments or amount remaining thereafter shall be distributed to the Borrower or as a court of competent jurisdiction shall direct.

Payment After Event of Default, etc. All Notwithstanding Section 3.02 and except as otherwise provided in Section 3.05(ii), all payments received and amounts held or realized by the Administrative Agent Security Trustee after an Event of Default shall have occurred and so long as such an Event of Default shall be continuing, continuing and after the Notes Security Trustee shall have been accelerated pursuant to Section 12(a) hereof foreclosed or after enforced the Lenders or the Administrative Agent shall foreclose or enforce the Lien of this Mortgage or after the Notes shall have become due and payable as provided in Section 12(a)(ii) or (iii)4.03, as well as together with all payments or amounts then held by the Administrative Agent Security Trustee as part of the Mortgage Estate, shall be promptly distributed by the Administrative Agent Security Trustee in the following order of priority: firstFirst, so much of such payments or amounts as shall be required to reimburse the Administrative Agent Security Trustee for any tax, fees, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Estate pursuant to Section 12(c)(ii)) incurred by the Administrative Agent Security Trustee (to the extent reimbursable pursuant to the terms of this Mortgage not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' ’ fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Administrative Agent, Security Trustee in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative AgentSecurity Trustee, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Agent Security Trustee in reimbursement of such expenses; secondSecond, so much of such payments or amounts remaining as shall be required to reimburse the Note Holders in full for payments made pursuant to Section 5.03 (to the extent not previously reimbursed) shall be distributed to such Note Holders, and if the aggregate amount remaining shall be insufficient to reimburse all such payments in full, it shall be distributed ratably, without priority of any Note over any other, in the proportion that the aggregate amount of the unreimbursed payments made by each such Note Holder pursuant to Section 5.03 bears to the aggregate amount of the unreimbursed payments made by all Note Holders pursuant to Section 5.03; Third, so much of such payments or amounts remaining as shall be required to pay in full to the Lenders Note Holders the Breakage Amount, if any, and all other amounts payable thereto pursuant to the indemnification provisions of Section 6 of the Loan Agreement or pursuant to any other provision of any Operative Document and secured hereunder (other than amounts payable pursuant to clause "third" “second”, “fourth”, or “fifth” of this Section 12(g)3.03) to the Lenders Note Holders and remaining unpaid, including Break Amount and Additional Costs, unpaid shall be distributed to such Persons, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of such person over any other; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid principal amount of and all accrued but unpaid interest to the date of distribution on, the Notes shall be distributed to the LendersNote Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any such person Note over any other, in the proportion that the principal aggregate amount due each Note Holder under this clause “third” bears to the aggregate amount due all Note Holders under this clause “third”; Fourth, so much of such payments or amounts remaining as shall be required to pay in full the aggregate amount of and all accrued but unpaid interest to the date of distribution onon the Notes shall be distributed to the Note Holders, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Note over any other, in the proportion that the aggregate amount of all accrued but unpaid interest to the date of distribution on each Note bears to the aggregate principal amount of and all accrued but unpaid interest to the date of distribution on all Notes; fourthFifth, so much of such payments or amounts remaining or as shall be required to pay in full the amounts owing aggregate unpaid principal amount of all Notes shall be distributed to the Related Lenders Note Holders, and if the Related Administrative Agent under aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any one Note over any other, in the Related Operative Documents in accordance with Section 12(g) proportion that the aggregate unpaid principal amount of each Note bears to the Related Credit Agreementaggregate unpaid principal amount of all Notes; and fifthSixth, the balance, if any, of such payments or amount amounts remaining thereafter shall be distributed to the Borrower or as a court of competent jurisdiction shall directBorrower.

Payment After Event of Default, etc. All payments received and amounts held or realized by the Collateral Agent or the ------------------------------------ Administrative Agent after an Event of Default shall have occurred and so long as such Event of Default shall be continuing, and after the Notes shall have been accelerated pursuant to Section 12(a) hereof or after the Lenders Lender, the Administrative Agent or the Administrative Collateral Agent shall foreclose or enforce the Mortgage or after the Notes shall have become due and payable as provided in Section 12(a)(ii) or (iii), as well as all payments or amounts then held by the Administrative Agent as part of the Mortgage Estate, shall be promptly distributed 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 Collateral Agent, Administrative ----- Agent or the Lender for any tax, expense, charge or other loss (including, without limitation, all amounts to be expended at the expense of, or charged upon the tolls, rents, revenues, issues, income, products and profits of, the property included in the Mortgage Estate pursuant to Section 12(c)(ii)) incurred by the Collateral Agent, the Administrative Agent or the Lender (to the extent not previously reimbursed) (including, without limitation, the expenses of any sale, taking or other proceeding, reasonable attorneys' fees and expenses, court costs, and any other expenditures incurred or expenditures or advances made by the Administrative Collateral Agent, in the protection, exercise or enforcement of any right, power or remedy or any damages sustained by the Administrative Collateral Agent, liquidated or otherwise, upon such Event of Default) shall be applied by the Administrative Agent in reimbursement of such expenses; second, so much of such payments or amounts remaining as shall be required to pay in full to the Lenders Lender all other ------ amounts payable thereto pursuant to the indemnification provisions hereof or pursuant to any other provision of any Operative Document and secured hereunder (other than amounts payable pursuant to clause "thirdfourth" of this Section 12(g)) to the Lenders Lender ------ and remaining unpaid, including Break Amount and Swap Breakage Amount and Additional Costs, shall be distributed to such Persons, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of such person over any other; third, so much of such payments or amounts remaining as shall be required to pay in full the aggregate unpaid ----- principal amount of and all accrued but unpaid interest to the date of distribution on, the Notes shall be distributed to the LendersLender, and if the aggregate amount remaining shall be insufficient to pay all such amounts in full, it shall be distributed ratably, without priority of any such person over any other, in the proportion that the principal amount of and all accrued but unpaid interest to the date of distribution on, each Note bears to the aggregate principal amount of and all accrued but unpaid interest to the date of distribution on all Notes; and fourth, so much of such payments or amounts remaining or shall be required to pay in full the amounts owing to the Related Lenders and the Related Administrative Agent under the Related Operative Documents in accordance with Section 12(g) of the Related Credit Agreement; and fifth, the balance, if any, of such payments or amount remaining thereafter shall be distributed to the Borrower or ------ as a court of competent jurisdiction shall direct.