Common use of Payments after a Loan Event of Default Clause in Contracts

Payments after a Loan Event of Default. All payments -------------------------------------------- received and all amounts held or realized by Collateral Agent (including any amounts realized by Collateral Agent from the exercise of any remedies) after the occurrence and during the continuance of a Loan Event of Default or Loan Default resulting from any failure to make a payment under the Indenture or Tranche B Loan, and all payments or amounts then held or thereafter received by Collateral Agent hereunder or under the Operative Documents other than Excepted Payments, shall, so long as such Loan Event of Default continues and shall not have been waived in writing by (i) Indenture Trustee, acting on behalf of the Tranche A Noteholders, in the event of a Tranche A Event of Default that is not also a Tranche B Event of Default, (ii) Majority Tranche B Lenders in the event of a Tranche B Event of Default that is not also a Tranche A Event of Default or (iii) Indenture Trustee, acting on behalf of the Tranche A Noteholders, and Majority Tranche B Lenders for any Loan Event of Default that is both a Tranche A Event of Default and a Tranche B Event of Default, be applied on the date received: First, so much of such payments or amounts held or realized by ----- Collateral Agent as shall be required to reimburse Collateral Agent, Administrative Agent and Indenture Trustee for any expenses not reimbursed by Lessor in connection with the collection or distribution of such amounts held or realized by Collateral Agent or in connection with the expenses incurred in enforcing its remedies hereunder and preserving Lessor Collateral including, without limitation, those expenses contemplated under Section 12.1 of this Agreement, shall be retained by Collateral Agent or paid to Administrative Agent or Indenture Trustee, as the case may be; and Second, to each other party hereto in accordance with clauses First ------ ----- through Third of Section 7.9(a) with any amounts remaining to be held as ----- security for Lessor's and Lessee's obligations under the Operative Documents for so long as any Event of Default has occurred and is continuing and thereafter clauses Fourth and Fifth of Section 7.9(a). ------ -----

Payments after a Loan Event of Default. All payments -------------------------------------------- received and all amounts held or realized by Collateral Agent (including any amounts realized by Collateral Agent from the exercise of any remedies) after the occurrence and during the continuance of a Loan Event of Default or Loan Default resulting from any failure to make a payment under the Indenture or Tranche B Loan, and all payments or amounts then held or thereafter received by Collateral Agent hereunder or under the Operative Documents other than Excepted Payments, shall, so long as such Loan Event of Default continues and shall not have been waived in writing by (i) Indenture Trustee, acting on behalf of the Tranche A Noteholders, in the event of a Tranche A Event of Default that is not also a Tranche B Event of Default, (ii) Majority Tranche B Lenders in the event of a Tranche B Event of Default that is not also a Tranche A Event of Default or (iii) Indenture Trustee, acting on behalf of the Tranche A Noteholders, and Majority Tranche B Lenders for any Loan Event of Default that is both a Tranche A Event of Default and a Tranche B Event of Default, be applied on the date received: First, so much of such payments or amounts held or realized by ----- Collateral Agent as shall be required to reimburse Collateral Agent, Administrative Agent and Indenture Trustee for any expenses not reimbursed by Lessor in connection with the collection or distribution of such amounts held or realized by Collateral Agent or in connection with the expenses incurred in enforcing its remedies hereunder and preserving Lessor Collateral including, without limitation, those expenses contemplated under Section 12.1 -28- 34 of this Agreement, shall be retained by Collateral Agent or paid to Administrative Agent or Indenture Trustee, as the case may be; and Second, to each other party hereto in accordance with clauses First ------ ----- through Third of Section 7.9(a) with any amounts remaining to be held as ----- security for Lessor's and Lessee's obligations under the Operative Documents for so long as any Event of Default has occurred and is continuing and thereafter clauses Fourth and Fifth of Section 7.9(a). ------ -----.

Payments after a Loan Event of Default. All payments -------------------------------------------- received and all amounts held or realized by Collateral Agent Security Trustee (including any amounts realized by Collateral Agent Security Trustee from the exercise of any remedies) after the occurrence and during the continuance of a any Loan Event of Default or Loan Default resulting from any failure to make a payment under the Indenture or Tranche B LoanDefault, and all payments or amounts then held or thereafter received by Collateral Agent Security Trustee hereunder or under the Operative Documents other than Excepted PaymentsDocuments, shall, so long as such Loan Event of Default continues and shall not have been waived in writing by (i) Indenture Trustee, acting on behalf of the Tranche A Noteholders, in the event of a Tranche A Event of Default that is not also a Tranche B Event of Default, (ii) Majority Tranche B Lenders in the event of a Tranche B Event of Default that is not also a Tranche A Event of Default or (iii) Indenture Trustee, acting on behalf of the Tranche A Noteholders, and Majority Tranche B Lenders for any Loan Event of Default that is both a Tranche A Event of Default and a Tranche B Event of DefaultLenders, be applied on forthwith by Security Trustee in the date receivedfollowing order or priority: First, so much of such payments or amounts held or realized by ----- Collateral Agent Security Trustee as shall be required to reimburse Collateral Agent, Administrative Agent and Indenture Security Trustee for any expenses not reimbursed by Lessor Obligees in connection with the collection or distribution of such amounts held or realized by Collateral Agent Security Trustee or in connection with the expenses incurred in enforcing its remedies hereunder and preserving Lessor the Collateral including, without limitation, those expenses contemplated under Section 12.1 of this Agreement10.1 hereof, shall be retained by Collateral Agent or paid to Administrative Agent or Indenture Security Trustee, as the case may be; and Second, so much of such payments or amounts as shall be required to each other party hereto in accordance with clauses First ------ ----- through Third pay Lenders, Security Trustee and Agent the amounts payable to Lenders, Security Trustee and Agent pursuant to the provisions of Section 7.9(a) with any indemnification provisions of this Agreement shall be distributed to Lenders, Security Trustee and Agent; Third, so much of such payments or amounts remaining as shall be required to be held as ----- security for Lessor's pay (i) any accrued but unpaid interest on the A Loans and Lessee's obligations the B Loans at the Overdue Rate to the date of distribution, pro rata, then (ii) any accrued but unpaid interest on the A Loans and the B Loans at the Applicable Debt Rate to the date of distribution, pro rata, according to the respective A Loan Term Percentages and the B Loan Term Percentages of the relevant Lenders then (iii) the Prepayment Premium payable upon any principal amount paid on the A Loans and the B Loans following acceleration, pro rata, according to the respective A Loan Term Percentages and the B Loan Term Percentages of the relevant Lenders, and then (iv) all of the unpaid principal amount of the A Loans and the B Loans and all other amounts due to the Lenders under the Operative Documents for so long as any Event shall be distributed to the Lenders, pro rata, according to the respective A Loan Term Percentages and the B Loan Term Percentages of Default has occurred the relevant Lenders; and is continuing Fourth, the balance, if any, of such payments or amounts remaining thereafter shall be distributed to Corporate Obligee or its designee, which amounts are to be applied to (i) the outstanding Equity Component, and thereafter clauses Fourth (ii) all accrued and Fifth unpaid amounts set forth in Section 25.1(c) of Section 7.9(a). ------ -----the Equipment Agreement.

Payments after a Loan Event of Default. All payments -------------------------------------------- received and all amounts held or realized by Collateral Agent (including any amounts realized by Collateral Agent from the exercise of any remedies) after the occurrence and during the continuance of a Loan Event of Default or Loan Default resulting from any failure to make a payment under the Indenture or Tranche B Loan, and all payments or amounts then held or thereafter received by Collateral Agent hereunder or under the Operative Documents other than Excepted Payments, shall, so long as such Loan Event of Default continues and shall not have been waived in writing by (i) Indenture Trustee, acting on behalf of the Tranche A Noteholders, in the event of a Tranche A Event of Default that is not also a Tranche B Event of Default, (ii) Majority Tranche B Lenders in the event of a Tranche B Event of Default that is not also a Tranche A Event of Default or (iii) Indenture Trustee, acting on behalf of the Tranche A Noteholders, and Majority Tranche B Lenders for any Loan Event of Default that is both a Tranche A Event of Default and a Tranche B Event of Default, be applied on the date received: First, so much of such payments or amounts held or realized by ----- Collateral Agent as shall be required to reimburse Collateral Agent, Administrative Agent and Indenture Trustee for any expenses not reimbursed by Lessor in connection with the collection or distribution of such amounts held or realized by Collateral Agent or in connection with the expenses incurred in enforcing its remedies hereunder and preserving Lessor Collateral including, without limitation, those expenses contemplated under Section 12.1 of this Agreement, shall be retained by Collateral Agent or paid to Administrative Agent or Indenture Trustee, as the case may be; and Second, to each other party hereto in accordance with clauses First ------ ----- through Third of Section 7.9(a) with any amounts remaining to be held as ----- security for Lessor's and Lessee's obligations under the Operative Documents for so long as any Event of Default has occurred and is continuing and thereafter clauses Fourth and Fifth of Section 7.9(a). ------ -----.

Payments after a Loan Event of Default. All payments -------------------------------------------- received and all amounts held or realized by Collateral Agent Security Trustee (including any amounts realized by Collateral Agent Security Trustee from the exercise of any remedies) after the occurrence and during the continuance of a any Loan Event of Default or Loan Default resulting from any failure to make a payment under the Indenture or Tranche B LoanDefault, and all payments or amounts then held or thereafter received by Collateral Agent Security Trustee hereunder or under the Operative Documents other than Excepted PaymentsDocuments, shall, so long as such Loan Event of Default continues and shall not have been waived in writing by (i) Indenture Trustee, acting on behalf of the Tranche A Noteholders, in the event of a Tranche A Event of Default that is not also a Tranche B Event of Default, (ii) Majority Tranche B Lenders in the event of a Tranche B Event of Default that is not also a Tranche A Event of Default or (iii) Indenture Trustee, acting on behalf of the Tranche A Noteholders, and Majority Tranche B Lenders for any Loan Event of Default that is both a Tranche A Event of Default and a Tranche B Event of DefaultLender, be applied on forthwith by Security Trustee in the date receivedfollowing order or priority: First, so much of such payments or amounts held or realized by ----- Collateral Agent Security Trustee as shall be required to reimburse Collateral Agent, Administrative Agent and Indenture Security Trustee for any expenses not reimbursed by Lessor Obligee in connection with the collection or distribution of such amounts held or realized by Collateral Agent Security Trustee or in connection with the expenses incurred in enforcing its remedies hereunder and preserving Lessor the Collateral including, without limitation, those expenses contemplated under Section 12.1 of this Agreement10.1 hereof, shall be retained by Collateral Security Trustee; Second, so much of such payments or amounts as shall be required to pay Lender, Security Trustee and Agent the amounts payable to Lender, Security Trustee and Agent pursuant to the provisions of any indemnification provisions of this Agreement shall be distributed to Lender, Security Trustee and Agent; Third, so much of such payments or amounts remaining as shall be required to pay (i) any accrued but unpaid interest on the Loan at the Overdue Rate to the date of distribution, then (ii) any accrued but unpaid interest thereon at the Applicable Debt Rate to the date of distribution, then (iii) the Prepayment Premium payable upon any principal amount paid following acceleration, then (iv) any accrued by unpaid interest on any accrued unpaid Loan Commitment Fee, if any, at the Overdue Rate to Administrative Agent or Indenture Trusteethe date of distribution, as then (v) any accrued and unpaid Loan Commitment Fee, and then (vi) all of the case may beunpaid principal amount of the Loans and all other amounts due Lender under the other Operative Documents shall be distributed to Lender; and SecondFourth, to each other party hereto in accordance with clauses First ------ ----- through Third the balance, if any, of Section 7.9(a) with any such payments or amounts remaining thereafter shall be distributed to be held as ----- security for Lessor's and Lessee's obligations under the Operative Documents for so long as any Event of Default has occurred and is continuing and thereafter clauses Fourth and Fifth of Section 7.9(a). ------ -----Obligee or its designee.