Common use of Proceeds of Sale; Deficiency Clause in Contracts

Proceeds of Sale; Deficiency. All payments received and amounts held or realized by the Agent at any time when an Event of Default shall have occurred and be continuing and after, pursuant to Section 8.2, the Lease Balance shall have been accelerated or Lessee is required to purchase the Vehicles, as well as all payments or amounts then held or thereafter received by the Agent shall be distributed forthwith upon receipt by the Agent in the following order of priority: first: (i) so much of such payments or amounts as shall be required to reimburse first the Agent and then any Lessor for any tax (other than any income tax payable on interest and on fees and other compensation of the Agent), expense or other amount owed to the Agent or any Lessor in connection with the collection or distribution of such payments or amounts to the extent not previously reimbursed by Lessee (including, without limitation, the expenses of any sale, taking or other proceeding, expenses in connection with realizing on any of the Collateral, reasonable attorneys' fees and expenses (including the allocated costs of internal counsel), court costs and any other reasonable expenditures incurred or reasonable expenditures or advances made by the Agent or any Lessor in the protection, exercise or enforcement of any right, power or remedy upon such Event of Default whether pursuant to Section 8.2 or otherwise) shall be so applied by the Agent first to itself and then to such Lessors; and (ii) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of the Agent in connection with acting as Agent not previously paid by Lessee, shall be distributed to the Agent; second: so much of such payments or amounts except those specified in clause third below, which under the terms of this Lease and the other Operative Agreements have accrued, including, without limitation, such amounts as shall be required to reimburse the then existing or prior Lessors for payments made by them to Agent pursuant to Section 9.7 of the Participation Agreement (to the extent not previously reimbursed); third: so much of such payments or amounts remaining as shall be required to pay in full, in the following order of application, (a) all accrued unpaid Variable Rent (including, to the extent permitted by applicable law, interest on interest) and (b) the aggregate unpaid Lease Balance, and in case the aggregate amount so to be distributed shall be insufficient to pay any of the foregoing in full all as aforesaid then, ratably to the Lessors in accordance with their respective Commitment Percentages; and fourth: so much of such payments or amounts as shall remain shall be distributed to Lessee.

Proceeds of Sale; Deficiency. All payments received and amounts held or realized by the Agent Lessor at any time when an a Lease Event of Default shall have occurred and be continuing and after, pursuant to Section 8.2, after the Lease Balance shall have been accelerated or Lessee is required pursuant to purchase the Vehicles, Article XVIII as well as all payments or amounts then held or thereafter received by Lessor, except for rents received by Lessor from subletting pursuant to Section 18.1(vi) and the Agent proceeds of sale pursuant to Section 11 of the Lease Supplements, shall be distributed forthwith upon receipt by the Agent Lessor in the following order of priority: first: (i) so much of such payments or amounts as shall be required to reimburse first the Agent and then any Lessor for any tax (other than any Lease Agreement income tax payable on Basic Rent or interest and on fees and other compensation of the AgentLessor), expense or other amount owed to the Agent or any Lessor in connection with the collection or distribution of such payments or amounts to the extent not previously reimbursed by Lessee (including, without limitation, the expenses of any sale, taking or other proceeding, expenses in connection with realizing on any of the CollateralSites, reasonable attorneys' fees and expenses (including the allocated costs of internal counsel), court costs and any other reasonable expenditures incurred or reasonable expenditures or advances made by the Agent or any Lessor in the protection, exercise or enforcement of any right, power or remedy upon such Lease Event of Default whether pursuant to Section 8.2 Article XVII or otherwise) shall be so applied by the Agent first to itself and then to such Lessors; and (ii) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of the Agent in connection with acting as Agent not previously paid by Lessee, shall be distributed to the AgentLessor; second: so much of such payments or amounts except those specified in clause third below, which under the terms of this Lease and the other Operative Agreements Documents have accrued, including, without limitation, such amounts as accrued shall be required to reimburse the then existing or prior Lessors for payments made by them to Agent pursuant to Section 9.7 of the Participation Agreement (to the extent not previously reimbursed)so applied; third: so much of such payments or amounts remaining as shall be required to pay Agent (on behalf of the Participants) in full, in full the following order of application, (a) aggregate unpaid Lease Balance and all accrued unpaid Variable Basic Rent (including, to the extent permitted by applicable law, interest on interest) and shall be so applied (b) the aggregate unpaid Lease Balance, and in case the aggregate amount so to be distributed shall be insufficient by Agent pursuant to pay any Section 3.3 of the foregoing in full all as aforesaid then, ratably to the Lessors in accordance with their respective Commitment PercentagesLoan Agreement); and fourth: so much of such payments or amounts as shall remain shall be distributed to Lessee.and

Proceeds of Sale; Deficiency. All payments received and amounts held or realized by the Agent at any time when an Event of Default shall have occurred and be continuing and after, pursuant to Section 8.2, the Lease Balance shall have been accelerated or Lessee is required to purchase the Vehicles, as well as all payments or amounts then held or thereafter received by the Agent shall be distributed forthwith upon receipt by the Agent in the following order of priority: first: (i) so much of such payments or amounts as shall be required to reimburse first the Agent and then any Lessor for any tax (other than any income tax payable on interest and on fees and other compensation of the Agent), expense or other amount owed to the Agent or any Lessor in connection with the collection or distribution of such payments or amounts to the extent not previously reimbursed by Lessee (including, without limitation, the expenses of any sale, taking or other proceeding, expenses in connection with realizing on any of the Collateral, reasonable attorneys' fees and expenses (including the allocated costs of internal counsel), court costs and any other reasonable expenditures incurred or reasonable expenditures or advances made by the Agent or any Lessor in the protection, exercise or enforcement of any right, power or remedy upon such Event of Default whether pursuant to Section 8.2 or otherwise) shall be so applied by the Agent first to itself and then to such Lessors; and (ii) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of the Agent in connection with acting as Agent not previously paid by Lessee, shall be distributed to the Agent; second: so much of such payments or amounts except those specified in clause third below, which under the terms of this Lease and the other Operative Agreements have accrued, including, without limitationlimita tion, such amounts as shall be required to reimburse the then existing or prior Lessors for payments made by them to Agent pursuant to Section 9.7 9.4 of the Participation Agreement (to the extent not previously reimbursed); third: so much of such payments or amounts remaining as shall be required to pay in full, in the following order of application, (a) all accrued unpaid Variable Rent (including, to the extent permitted by applicable law, interest on interest) and (b) the aggregate unpaid Lease Balance, and in case the aggregate amount so to be distributed shall be insufficient to pay any of the foregoing in full all as aforesaid then, ratably to the Lessors in accordance with their respective Commitment Percentages; and fourth: so much of such payments or amounts as shall remain shall be distributed to Lessee.

Proceeds of Sale; Deficiency. All payments received and amounts held or realized by the Agent at any time when an Event of Default shall have occurred and be continuing and after, pursuant to Section 8.2, the Lease Balance shall have been accelerated or Lessee is Lessees are required to purchase the Vehicles, as well as all payments or amounts then held or thereafter received by the Agent Agent, shall be distributed forthwith upon receipt by the Agent in the following order of priority: first: (i) so much of such payments or amounts as shall be required to reimburse first the Agent and then any Lessor for any tax (other than any income tax payable on interest and on fees and other compensation of the Agent), expense or other amount owed to the Agent or any Lessor in connection with the collection or distribution of such payments or amounts to the extent not previously reimbursed by Lessee Lessees (including, without limitation, the expenses of any sale, taking or other proceeding, expenses in connection with realizing on any of the Collateral, reasonable attorneys' fees and expenses (including the allocated costs of internal counsel), court costs and any other reasonable expenditures incurred or reasonable expenditures or advances made by the Agent or any Lessor in the protection, exercise or enforcement of any right, power or remedy upon such Event of Default whether pursuant to Section 8.2 or otherwise) shall be so applied by the Agent first to itself and then to such Lessors; and (ii) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of the Agent in connection with acting as Agent not previously paid by LesseeLessees, shall be distributed to the Agent; second: so much of such payments or amounts except those specified in clause third below, which under the terms of this Lease and the other Operative Agreements have accrued, including, without limitation, such amounts as shall be required to reimburse the then existing or prior Lessors for payments made by them to Agent pursuant to Section 9.7 9.4 of the Participation Agreement (to the extent not previously reimbursed); third: so much of such payments or amounts remaining as shall be required to pay in full, in the following order of application, (a) any applicable Administrative Charge, (b) all accrued unpaid Variable Rent (including, to the extent permitted by applicable law, interest on interest) and (bc) the aggregate unpaid Lease Balance, and in case the aggregate amount so to be distributed shall be insufficient to pay any of the foregoing in full all as aforesaid then, ratably to the Lessors in accordance with their respective Commitment Percentages; and fourth: so much of such payments or amounts as shall remain shall be distributed to LesseeLessees' Representative for the benefit of the Lessees.

Proceeds of Sale; Deficiency. All payments received and amounts held or realized by the Administrative Agent at any time when an Event of Default shall have occurred and be continuing and after, pursuant to Section 8.2, the Lease Balance shall have been accelerated or Lessee is required to purchase the VehiclesEquipment, as well as all payments or amounts then held or thereafter received by the Administrative Agent shall be distributed forthwith upon receipt by the Administrative Agent in the following order of priority: first: (i) so much of such payments or amounts as shall be required to reimburse first the Administrative Agent and then any Lessor for any tax (other than any income tax payable on interest not required to be indemnified by Lessee under Article VIII of the Participation Agreement and on fees and other compensation of the Administrative Agent), expense or other amount owed to the Administrative Agent or any Lessor in connection with the collection or distribution of such payments or amounts to the extent not previously reimbursed by Lessee (including, without limitation, the expenses of any sale, taking or other proceeding, expenses in connection with realizing on any of the Collateral, reasonable attorneys' fees and expenses (including the allocated costs of internal counsel), court costs and any other reasonable expenditures incurred or reasonable expenditures or advances made by the Administrative Agent or any Lessor in the protection, exercise or enforcement of any right, power or remedy upon such Event of Default whether pursuant to Section 8.2 or otherwise) shall be so applied by the Administrative Agent first to itself and then to such Lessors; and (ii) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of the Administrative Agent in connection with acting as Administrative Agent not previously paid by Lessee, shall be distributed to the Administrative Agent; second: so much of such payments or amounts except those specified in clause third below, which under the terms of this Lease and the other Operative Agreements have accrued, including, without limitation, such amounts as shall be required to reimburse the then existing or prior Lessors for payments made by them to Administrative Agent pursuant to Section 9.7 9.4 of the Participation Agreement (to the extent not previously reimbursed); third: so much of such payments or amounts remaining as shall be required to pay in full, in the following order of application, (a) all accrued unpaid Variable Rent (including, to the extent permitted by applicable law, interest on interest) and (b) the aggregate unpaid Lease Balance, and in case the aggregate amount so to be distributed shall be insufficient to pay any of the foregoing in full all as aforesaid then, ratably to the Lessors in accordance with their respective Commitment Percentages; and fourth: so much of such payments or amounts as shall remain shall be distributed to Lessee.and

Proceeds of Sale; Deficiency. All payments received and amounts held or realized by the Agent at any time when an Event of Default shall have occurred and be continuing and after, pursuant to Section 8.2, the Lease Balance shall have been accelerated or Lessee is required to purchase the Vehiclescontinuing, as well as all payments or amounts then held or thereafter received by the Agent Agent, shall be distributed forthwith upon receipt by the Agent in the following order of priority: first: (i) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of Agent in connection with acting as Agent not previously paid by Lessee shall be distributed to Agent; second: so much of such payments or amounts as shall be required to reimburse first the Agent and then any Lessor for any tax (other than any income tax payable on interest and on fees and other compensation except as excluded pursuant to Section 8.1 of the AgentParticipation Agreement), expense or other amount owed to the Agent (in its capacity as Agent) or any Lessor in connection with the collection or distribution of such payments or amounts to the extent not previously reimbursed by Lessee (including, without limitation, the expenses of any sale, taking or other proceeding, expenses in connection with realizing on any of the Collateral, reasonable attorneys' fees and expenses (including the allocated costs of internal counsel), court costs and any other reasonable expenditures incurred or reasonable expenditures or advances made by the Agent (in its capacity as Agent) or any Lessor in the protection, exercise or enforcement of any right, power or remedy upon such Event of Default whether pursuant to Section 8.2 or otherwise) shall be so applied by the Agent first to itself and then to such Lessors; and (ii) so much of such payments or amounts as shall be required to pay the reasonable fees and compensation of the Agent in connection with acting as Agent not previously paid by Lessee, shall be distributed to the Agent; second: so much of such payments or amounts except those specified in clause third below, which under the terms of this Lease and the other Operative Agreements have accrued, including, without limitation, such amounts as shall be required to reimburse the then existing or prior Lessors for payments made by them to Agent pursuant to Section 9.7 of the Participation Agreement (to the extent not previously reimbursed); third: so much of such payments or amounts remaining as shall be required to pay in full, in the following order of application, (a) all accrued unpaid Variable Rent (including, to the extent permitted by applicable law, interest on interest) and (b) the aggregate unpaid Lease Balance, and in case the aggregate amount so to be distributed paid to the Lessors in accordance herewith shall be insufficient to pay any all such amounts as aforesaid, then ratably, without priority of one such Person over the foregoing other, in full all as aforesaid then, ratably the proportion that the amount which would have been distributed to each such Person pursuant to this provision but for such insufficiency bears to the Lessors in accordance with their respective Commitment Percentages; and fourth: so much of such payments or amounts as shall remain shall be aggregate amount which would have been distributed to Lessee.all Persons except for such insufficiency;