Common use of Proceeds of Collateral; Proceeds Remaining in Account Clause in Contracts

Proceeds of Collateral; Proceeds Remaining in Account. All moneys (a) collected by the Trustee (and the Collateral Agent) under the Hanover Guarantee, upon any sale or disposition of the Trust Estate pursuant to Section 17.3 of the Lease (together with all other moneys received by the Trustee thereunder) or pursuant to any other Operative Agreement and (b) contained in the Account on the date of an acceleration of the Securities or on the Stated Maturity (excluding, in the case of any application made pursuant to this Section 7.13 on the Stated Maturity, an amount equal to the aggregate amount of Excess Sale Proceeds or Final Rent Payment deposited in the Account on or prior to such date, which amount shall instead be applied at the Stated Maturity in accordance with Section 8.4(b)(4) or Section 8.4(b)(5), respectively), or deposited in the Account thereafter, shall be applied as follows: First, to the payment of (i) any and all sums advanced by the Trustee in order to preserve the Trust Estate or preserve its security interest therein and (ii) the expenses of retaking, holding, preparing for sale, charter or lease, selling or otherwise disposing or realizing on the Trust Estate, or of any exercise by the Trustee of its rights under the Operative Agreements, together with reasonable attorneys' fees and court costs; Second, to the payment of the amounts then due and unpaid for principal of and interest on the Securities, together with any applicable premiums with respect to the Securities and all other amounts then due the Holders under the Operative Agreements, ratably to all the Holders according to the amounts due and payable on the Securities in respect of principal, interest and any applicable premium and all other amounts due the Holders under the Operative Agreements;

Proceeds of Collateral; Proceeds Remaining in Account. All moneys (a) All ----------------------------------------------------- moneys collected by the Trustee (and the Collateral Agent) Agent under the Hanover Guarantee, Guarantee or upon any sale or other disposition of the Trust Estate Collateral pursuant to Section 17.3 of the Lease (any Security Document, together with all other moneys received by the Trustee thereunder) or pursuant to any other Operative Agreement Agent thereunder and (b) all moneys contained in the Account on the date of an acceleration of the Securities Acceleration or on the Stated Maturity Date (excluding, in the case of any application made pursuant to this Section 7.13 8.2 on the Stated MaturityMaturity Date, an amount equal to the aggregate amount of Excess Sale Proceeds or Final Rent Payment Maximum Residual Guarantee Amount deposited in the Account on or prior to such date, which amount shall instead be applied at on the Stated Maturity Date in accordance with Section 8.4(b)(48.1(b)(iv) or Section 8.4(b)(58.1(b)(v), respectively), or deposited in the Account thereafter, shall be applied as follows: First, to the payment of (ix) any and all sums advanced by the Trustee Agent in ----- order to preserve the Trust Estate Collateral or preserve its security interest therein and (iiy) the expenses of retaking, holding, preparing for sale, charter sale or lease, selling or otherwise disposing or realizing on the Trust EstateCollateral, or of any exercise by the Trustee Agent of its rights under the Operative AgreementsSecurity Documents, together with reasonable attorneys' fees and court costs; Second, to the payment of the amounts then due and unpaid for ------ principal of and interest on the SecuritiesTranche B Loans, together with any applicable premiums with respect to the Securities and all other amounts then due the Holders under the Operative Agreements, ratably to all the Holders according to the amounts due and payable on the Securities Tranche B Loans in respect of principal, interest and any applicable premium and all other amounts due the Holders under the Operative Agreements;

Proceeds of Collateral; Proceeds Remaining in Account. All moneys (a) All moneys collected by the Trustee (and the Collateral Agent) Agent under the Hanover Guarantee, Guarantee or upon any sale or other disposition of the Trust Estate Collateral pursuant to Section 17.3 of the Lease (any Security Document, together with all other moneys received by the Trustee thereunder) or pursuant to any other Operative Agreement Agent thereunder and (b) all moneys contained in the Account on the date of an acceleration of the Securities Acceleration or on the Stated Maturity Date (excluding, in the case of any application made pursuant to this Section 7.13 8.2 on the Stated MaturityMaturity Date, an amount equal to the aggregate amount of Excess Sale Proceeds or Final Rent Payment Maximum Residual Guarantee Amount deposited in the Account on or prior to such date, which amount shall instead be applied at on the Stated Maturity Date in accordance with Section 8.4(b)(4) or Section 8.4(b)(58.1(b)(iv), respectively), or deposited in the Account thereafter, shall be applied as follows: First, to the payment of (ix) any and all sums advanced by the Trustee Agent in order to preserve the Trust Estate Collateral or preserve its security interest therein and (iiy) the expenses of retaking, holding, preparing for sale, charter sale or lease, selling or otherwise disposing or realizing on the Trust EstateCollateral, or of any exercise by the Trustee Agent of its rights under the Operative AgreementsSecurity Documents, together with reasonable attorneys' fees and court costs; Second, to the payment of the amounts then due and unpaid for principal of and interest on the SecuritiesTranche B Loans, together with any applicable premiums with respect to the Securities and all other amounts then due the Holders under the Operative Agreements, ratably to all the Holders according to the amounts due and payable on the Securities Tranche B Loans in respect of principal; Third, to the payment of the amounts then due and unpaid for principal of the Tranche A Loans according to the amounts due and payable on the Tranche A Loans in respect of principal; Fourth, to the payment of the amounts then due and unpaid for interest accrued on the Tranche B Loans and the Tranche A Loans, ratably, without preference or priority of any applicable premium kind, according to the amounts due and payable on the Tranche B Loans and the Tranche A Loans in respect of principal; Fifth, to the payment of an amount equal to the aggregate outstanding Investor Contribution and all other amounts then due and payable on account of the Holders under Investor Yield; Sixth, to the Operative Agreements;extent moneys remain after application pursuant to clauses First through Fifth above, to the Lessee or to whomever may be lawfully entitled to receive such surplus.