Payment if an Event of Default is Continuing. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document, if any Event of Default has occurred and is continuing, unless the Agent shall elect, with the consent of the Required Lenders, to apply such amounts in accordance with Section 2.07(c)(ii) above, all amounts on deposit in the Collection Account, amounts which the Agent elects to apply from the then current balance of the Liquidity Reserve Account and all other payments received and all amounts held or realized by or for the benefit of the Collateral Agent or the Agent (including any amount realized by the Collateral Agent or the Agent after the exercise of any remedy as set forth herein or in any other Loan Document and all proceeds of the Collateral), and all payments or amounts then held or thereafter received by or for the benefit of the Collateral Agent or the Agent hereunder or under the Loan Documents, in the Accounts shall be applied by the Depositary in the following order of priority: first, to the Manager, for distribution to the Lessees, if any, whose payments in respect of the applicable Leases are not made net of any Railroad Mileage Credits due and owing to such Lessee, an amount equal to the Railroad Mileage Credits due to such Lessee for which an allocation has not previously been made pursuant to this clause (or any corresponding clause of any other subsection in this Section 2.07(c)) as certified to the Agent by the Manager not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager’s Fees which were due and payable on any previous Settlement Date and remain unpaid) or indemnities payable and expenses (including, if the Manager is not TILC or one of its Affiliates, the aggregate amount of any Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Reimbursable Amended and Restated Warehouse Loan Agreement Amounts which were due and payable on any previous Settlement Date and remain unpaid) permitted under this Agreement or any other Loan Document, in each case as approved by the Agent; third, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by either of the Collateral Agent or the Agent (including, without limitation, reasonable att...
