Common use of Sharing of Collections, Proceeds and Set-Offs; Application of Payments Clause in Contracts

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Note which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) in relation to the aggregate outstanding Loans of all the Banks. Each Borrower agrees, to the fullest extent may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent and each Bank and each Borrower agree that all payments on account of the Loans shall be applied by the Administrative Agent and the Banks as follows:

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Note which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) Section in relation to the aggregate outstanding Loans of all the Banks. Each Borrower AeroCentury agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any Borrower AeroCentury in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent and each Bank and each Borrower AeroCentury agree that all payments on account of the Loans shall be applied by the Administrative Agent and the Banks as follows:

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Revolving Note or Term Note which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Revolving Loans or Term Loans, as applicable, held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Revolving Loans or Term Loans, as applicable, of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) Section in relation to the aggregate outstanding Revolving Loans or Term Loans, as applicable, of all the Banks. Each Borrower agreesThe Hxxx Companies agree, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Revolving Loan, Term Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other -42- Credit Agreement February 25, 1999 rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any Borrower the Hxxx Companies in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. If any Bank holds both a Revolving Note and a Term Note any payment shall be deemed to be made in respect of its Term Note until it shall have been paid in full. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent First Union and each Bank and each Borrower the Hxxx Companies agree that all payments on account of the Loans shall be applied by the Administrative Agent First Union and the Banks as follows:. If the source of payments is generated from Collateral securing the repayment of Revolving Loans, the proceeds of such payments shall be applied in clauses Third through Sixth first in respect of the Revolving Loans until they shall be paid in full. If the source of payments is generated from Collateral securing the repayment of Term Loans, the proceeds of such payments shall be applied in clauses Third through Sixth first in respect of the Term Loans until they shall be paid in full. First, to First Union for any Agent fees then due and payable under this Agreement until such fees are paid in full;

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Note Loan which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this SectionSection 9.7(a)) in relation to the aggregate outstanding Loans of all the Banks. Each Borrower agreesThe Borrowers agree, to the fullest extent each may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any Borrower the Borrowers in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event Subject to the provisions of Default or Potential Default shall have occurred and be continuing Section 2.10, the Administrative Agent and each Bank and each Borrower agree that all payments on account of the Loans shall be applied by the Administrative Agent and the Banks as follows: (1) First, to the Agent for any fees, costs or expenses (including expenses provided in Section 9.8) incurred by the Agent under any of the Loan Documents or this Agreement, then due and payable and not reimbursed by the Borrowers or the Banks until such fees, costs and expenses are paid in full; (2) Second, to the Banks for their percentage shares of the Facility Fee then due and payable under this Agreement until such fee is paid in full; (3) Third, to the Banks for their percentage shares of all interest then due and payable from the Borrowers until such interest is paid in full, which percentage shares shall be calculated by determining each Bank's percentage share (determined as set forth in Section 9.7(a)) of the amounts allocated in (a) above; and (4) Fourth, to the Banks for their percentage shares of the principal amount of the Loans then due and payable from the Borrowers until such principal is paid in full, which percentage shares shall be calculated by determining each Bank's percentage share (determined as set forth in Section 9.7(a)) of the amounts allocated in (a) above.

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Note which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations participation in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) in relation to the aggregate outstanding Loans of all the Banks. Each Borrower AeroCentury agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any Borrower AeroCentury in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent and each Bank and each Borrower AeroCentury agree that all payments on account of the Loans shall be applied by the Administrative Agent and the Banks as follows:

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwiseforeclosure, receives payment of principal or interest or other amount due on any Note which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) in relation to the aggregate outstanding Loans of all the Banks. Each The Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any the Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent and Agents, each Bank and each the Borrower agree that all payments on account of the Loans Obligations shall be applied by the Administrative Agent and the Banks as follows:: First, to any Agent, for any fees then due and payable to it under this Agreement or any other Loan Document until such fees are paid in full; Second, to any Agent, for any fees, costs or expenses (including expenses described in Section 11.8) incurred by such Agent under any of the Loan Documents, then due and payable and not reimbursed by the Borrower or the Banks until such fees, costs and expenses are paid in full; Third, to the Banks for their respective shares of all costs, expenses and fees then due and payable from the Borrower until such costs, expenses and fees are paid in full; Fourth, to the Banks for their percentage shares of all interest then due and payable from the Borrower until such interest is paid in full, which percentage shares shall be calculated by determining each Bank’s percentage share of the amounts allocated in (a) above determined as set forth in said clause (a); Fifth, to the Banks for their percentage shares of the principal amount of the Obligations then due and payable from the Borrower until such principal is paid in full, which percentage shares shall be calculated by determining each Bank’s percentage share of the amounts allocated in (a) above determined as set forth in said clause (a); and Sixth, if any amounts remain after satisfying the amounts specified in clauses First through Fifth above, the balance, if any, shall be remitted to the Borrower.

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Note Loan which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) Section in relation to the aggregate outstanding Loans of all the Banks. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any such Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent and each Bank and each Borrower the Borrowers agree that all payments on account of the Loans shall be applied by the Administrative Agent and the Banks as follows: (1) First, to the Agent for any Agent fees then due and payable under this Agreement until such fees are paid in full; (2) Second, to the Agent for any fees, costs or expenses (including expenses described in Section 10.8) incurred by the Agent under any of the Loan Documents or this Agreement, then due and payable and not reimbursed by the Borrowers or the Banks until such fees, costs and expenses are paid in full; (3) Third, to the Banks for their percentage shares of the Commitment Fee then due and payable under this Agreement until such fee is paid in full; (4) Fourth, to the Banks for their respective shares of all costs, expenses and fees then due and payable from the Borrowers until such costs, expenses and fees are paid in full; (5) Fifth, to the Banks for their percentage shares of all interest then due and payable from the Borrowers until such interest is paid in full, which percentage shares shall be calculated by determining each Bank's percentage share (determined as set forth in Section 10.7(a)) of the amounts allocated in (a) above; and (6) Sixth, to the Banks for their percentage shares of the principal amount of the Loans then due and payable from the Borrowers until such principal is paid in full, which percentage shares shall be calculated by determining each Bank's percentage share (determined as set forth in Section 10.7(a)) of the amounts allocated in (a) above.

Sharing of Collections, Proceeds and Set-Offs; Application of Payments. (a) If any Bank, by exercising any right of set-off, counterclaim or foreclosure against trade collateral or otherwise, receives payment of principal or interest or other amount due on any Note Loan which is greater than the percentage share of such Bank (determined as set forth below), the Bank receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Banks, and such other adjustments shall be made as may be required, so that all such payments shall be shared by the Banks on the basis of their percentage shares; provided that if all or any portion of such proportionately greater payment of such indebtedness is thereafter recovered from, or must otherwise be restored by, such purchasing Bank, the purchase shall be rescinded and the purchase price restored to the extent of such recovery, but without interest being paid by such purchasing Bank. The percentage share of each Bank shall be based on the portion of the outstanding Loans of such Bank (prior to receiving any payment for which an adjustment must be made under this Section) Section in relation to the aggregate outstanding Loans of all the Banks. Each Borrower agrees, to the fullest extent it may effectively do so under applicable law, that any holder of a participation in a Loan or reimbursement obligation, whether or not acquired pursuant to the foregoing arrangements, may exercise rights of set-off or counterclaim and other rights with respect to such participation as fully as if such holder of a participation were a direct creditor of any such Borrower in the amount of such participation. If under any applicable bankruptcy, insolvency or other similar law, any Bank receives a secured claim in lieu of a set-off to which this Section would apply, such Bank shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Banks entitled under this Section to share in the benefits of any recovery on such secured claim. (b) If an Event of Default or Potential Default shall have occurred and be continuing the Administrative Agent and each Bank and each Borrower the Borrowers agree that all payments on account of the Loans shall be applied by the Administrative Agent and the Banks as follows: (1) First, to the Agent for any Agent fees then due and payable under this Agreement until such fees are paid in full; (2) Second, to the Agent for any fees, costs or expenses (including expenses described in Section 12.8) incurred by the Agent under any of the Loan Documents or this Agreement, then due and payable and not reimbursed by the Borrowers or the Banks until such fees, costs and expenses are paid in full; (3) Third, to the Banks for their respective shares of all costs, expenses and fees then due and payable from the Borrowers until such costs, expenses and fees are paid in full;