Application of Proceeds Following an Event of Default. All amounts held or collected by the Pledgee as part of the Collateral (including, without limitation, all amounts realized as a result of the exercise of any rights and remedies hereunder) following the occurrence of any Event of Default will be applied forthwith by the Pledgee as follows:
Application of Proceeds Following an Event of Default. At any time an Event of Default has occurred and is continuing, all amounts (including all proceeds of Collateral and amounts on deposit in the Accounts, including without limitation any interest earned thereon) on deposit in the Accounts or otherwise received by the Administrative Agent or Security Trustee, shall be applied as follows upon receipt by the Security Trustee of written instructions from the Administrative Agent setting forth the amounts to be distributed pursuant to clauses first through sixth below: first, such amounts shall be applied ratably (i) to the payment of any Borrower Expenses and Lessor Payments (provided that (x) to the extent any Lessor Payments are payable from Maintenance Rent, such Lessor Payments shall be payable solely from any corresponding deposits in the Maintenance Reserve Account or amounts which the Parent is required to fund in respect of Maintenance Rent pursuant to the Supplement Cash Letter, and (y) any unused deposits in the Aircraft Expenses Account shall be applied first to discharge such obligations) and (ii) to reimburse the Security Trustee for or to pay the Security Trustee any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Security Trustee, and all charges, expenses, liabilities and advances reasonably incurred or made by the Security Trustee for services under this Agreement and the other Loan Documents (including any ancillary documents) and any other amounts owing to the Security Trustee thereunder shall be applied by the Security Trustee in reimbursement of such fees, costs, expenses, indemnities and other amounts; second, so much of such payments or amounts as shall be required to reimburse the Administrative Agent for or to pay the Administrative Agent any unpaid fees, out-of-pocket costs and expenses (to the extent not previously reimbursed) or indemnities, including reasonable compensation to the agents and counsel of the Administrative Agent, and all charges, expenses, liabilities and advances reasonably incurred or made by the Administrative Agent for services under this Agreement and the other Loan Documents and any other amounts owing to the Administrative Agent thereunder shall be distributed to the Administrative Agent; third, so much of such payments or amounts as shall be required to reimburse the Secured Parties for any unpaid fees, out-of-pocket costs and expenses (t...
Application of Proceeds Following an Event of Default. All amounts held or collected by the Trustee as part of the Collateral (including, without limitation, all amounts realized as a result of the exercise of any rights and remedies hereunder) following the occurrence of any Event of Default will be applied forthwith by the Trustee as provided in the Pari Passu Deed.
