Common use of Payment if an Event of Default is Continuing Clause in Contracts

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 or indemnities payable or expenses (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) 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 attorney's fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, to the ratable payment of the unpaid principal amount of the Loans; eighth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; tenth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; eleventh, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is 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; twelfth, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause twelfth, to reimburse the Manager for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; and thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.

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 Depositary, as directed in writing by the Agent, in the following order of priority: first, to the ManagerServicer, 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 Servicer not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if and the Manager is not TILC or one of its Affiliates, the Manager's Servicer’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's Servicer’s Fees 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; 762040188 third, to reimburse the Collateral Agent Agent, the Depositary, and the Agent for any fees fees, expenses, and expenses indemnities incurred by either of the Collateral Agent Agent, the Depositary, or the Agent (including, without limitation, reasonable attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager Servicer pursuant to the Management Agreement) Servicing Agreement in connection with any Manager Servicer Event of Default or Event of Default and the exercise by the Agent and/or Agent, the Collateral Agent Agent, or the Depositary of any right or remedy hereunder and not previously reimbursed or paid by the Lenders); fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxesTaxes, funding losses Funding Losses referred to in Section 3.04, increased costs Increased Costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, pro rata to (A) the ratable payment of the unpaid principal amount of the Loans; eighth, to and (B) the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; tentheighth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; eleventh, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is 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; twelfthninth, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager Servicer has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause twelfthtenth, to reimburse the Manager Servicer for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager Servicer for outstanding Manager Servicer Advances, together with accrued interest thereon; and thirteenth, deposit to the Discretionary Account ortenth, subject to Section 7.07, otherwise at the direction of remit as directed by the Borrower.

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 Majority Lenders, to apply such amounts in accordance with Section 2.07(c)(ii2.07(c)(i) 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 or indemnities payable or expenses or Taxes (other than as set forth in clause fourth below) (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's ’s Fee payable on such Settlement Date, including, without limitation, amount distributed to Lessees in respect of Railroad Mileage Credits together with the aggregate amount of any Manager's ’s Fees 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; thirdsecond, to reimburse the Collateral Agent and the Agent for any fees and expenses incurred by either of the Collateral Agent or the Agent Agent, as the case may be (including, without limitation, reasonable attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifththird, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and Loans, (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable and (z) to the payment of Liquidity Fees then due and payable; sixthfourth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxesTaxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventhfifth, to the Derivatives Counterparties for the payment of Derivatives Termination Values payable by the Borrower; sixth, to the ratable payment of the unpaid principal amount of the Loans; eighth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; tenth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; eleventh, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is 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; twelfth, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause twelfth, to reimburse the Manager for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; and thirteenthseventh, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.

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 or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's ’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's ’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 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 attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the reimbursement of the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Marginthereon) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, to the ratable payment of the unpaid principal amount of the Loans; eighth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; tenth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; eleventh, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is TILC or one of its Affiliates, the Manager's ’s Fee and/or Reimbursable Amounts payable on such Settlement Date, together with the aggregate amount of any Manager's ’s Fees and/or Reimbursable Amounts which were due and payable on any previous Settlement Date and remain unpaid; twelfth, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause twelfth, to reimburse the Manager for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; and thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.

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 or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's ’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's ’s Fees 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 attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the reimbursement of the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, to the ratable payment of the unpaid principal amount of the Loans; eighth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; tenth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; eleventh, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is TILC or one of its Affiliates, the Manager's ’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's ’s Fees which were due and payable on any previous Settlement Date and remain unpaid; twelfth, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause twelfth, to reimburse the Manager for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; and thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.

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 are to apply be applied from the then current balance of the Liquidity Reserve Account in accordance with the terms hereof 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 at the written direction of the Agent in the following order of priority: first, to the ManagerServicer, 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 Servicer not later than the Calculation Date immediately preceding such Settlement Date; second, to the payment of any fees or indemnities payable or expenses (including the Liquidity Fee and, if the Manager is not TILC or one of its Affiliates, the Manager's Servicer’s Fee payable on such Settlement Date, together with the aggregate amount of any Manager's Servicer’s Fees which were due and payable on any previous Settlement Date and remain remains unpaid, and any Unused Fee not previously paid on the earlier of the Funding Date and the last day of the Availability Period) permitted under this Agreement or and any other Loan DocumentDocument (including those of the Agent, the Collateral Agent and the Depositary), in each case as approved by the Agent; third, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Servicer has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause third, to reimburse the Servicer for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Servicer for outstanding Servicer Advances, together with accrued interest thereon fourth, 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 attorney's ’s fees and expenses and the fees and expenses of any person appointed by the Agent to replace the Manager Servicer pursuant to the Management Servicing Agreement) in connection with any Manager Servicer Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, to the ratable payment of the unpaid principal amount of the Loans; eighth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; tenth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; eleventh, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is 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; twelfth, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause twelfth, to reimburse the Manager for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; and thirteenth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower.;