Common use of Receipt Distribution and Application of Income Clause in Contracts

Receipt Distribution and Application of Income. The Lessee has agreed pursuant to the terms of the Operative Agreements to pay to the Agent until such time as the Loan Agreement has been discharged pursuant to its terms, any and all Rent (provided, that such right to receive Rent shall not include a right to receive Segregated Excepted Property but shall include a right to receive all other Excepted Property) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing the Lessor, the Owner Trustee, the Holders, the Agent, the Lenders, the Bank Lenders, the Liquidity Facility Participants and the Liquidity Provider (excluding such amounts referenced in the immediately preceding parenthetical phrase in this sentence). The Lessee has agreed pursuant to the terms of the Operative Agreements to pay to the Holders or such other Persons as are entitled to the receipt thereof, as appropriate, the Segregated Excepted Property payable to such Persons. Subject to the following sentences of this paragraph, the Agent shall segregate amounts received with regard to whether such amounts relate to Class A Equipment, Class B Equipment or Class C Equipment and promptly thereafter, the Agent shall apply and allocate (to the appropriate account of the Person entitled thereto as disclosed to the Agent in writing from time to time, or such other place as such Person may designate), in accordance with the terms of this Section 6.9 and based on the segregation of amounts with respect to Class A Equipment, Class B Equipment and Class C Equipment and the related Notes and Certificates, such amounts received from the Lessee and all other payments, receipts and other consideration of any kind whatsoever received by the Agent pursuant to this Agreement, any other Operative Agreement or otherwise received by the Agent in connection with the Collateral or the Excepted Property, as described in the paragraphs below. Notwithstanding the preceding provisions of this Section 6.9, in connection with any disposition of Equipment, upon the exercise of remedies in connection with any Event of Default and with regard to all other amounts received by the Agent under the Operative Agreements or otherwise with respect to the Equipment, the Agent shall apply all such amounts received respecting each Class of Equipment in accordance with the terms of this Section 6.9 to the obligations owed under the Operative Agreements respecting such Class of Equipment (including without limitation to the Certificates and Notes applicable to such Class of Equipment and to the out-of-pocket costs and expenses of the Agent and/or the Owner Trustee in connection with such disposition or exercise of remedies). After such application, the Agent shall apply any and all remaining amounts in accordance with the terms of this Section 6.9 ratably respecting the obligations owed under the Operative Agreements with regard to the other Classes of Equipment. (a) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Agent first, ratably (based on amounts then due and owing under the Notes and the Certificates) to the Lenders and the Holders for application and allocation to the payment of interest on the Notes and to the payment of accrued yield with respect to the Holder Advance, thereafter to the principal of the Notes which is due and payable on such date and to the portion of the Holder Advance which is due on such date; and second, if no Lease Default or Lease Event of Default has occurred and is continuing, any excess (if other than a prepayment) shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Lease Default or a Lease Event of Default has occurred and is continuing, such excess (if any) shall instead be held by the Agent until the earlier of (i) the first date thereafter on which no Lease Default or Lease Event of Default shall be in effect (in which case such payments or amounts shall then be made to such other Person or Persons as the Lessee may designate) and (ii) the Maturity Date (or, if earlier, the date of any acceleration of the Notes), in which case such amounts shall be applied and allocated in the manner contemplated by Section 6.9(c). (i) Except as otherwise provided in Sections 6.9(b)(ii), 6.9(c) or 6.9(e), in the event that any prepayment of the Notes or Certificates, in whole or in part, is required in accordance with the provisions of Section 2.10 of the Loan Agreement or Section 4.10 of the Trust Agreement, then any amount received pursuant to Sections 10 or 11 of the Lease or otherwise shall in each case be distributed and paid on a pro rata basis to the Lenders and the Holders in the following order of priority: first, ratably to the Owner Trustee and the Agent with respect to their respective out-of-pocket costs and expenses regarding any such prepayment or sale of the Equipment; second, ratably (based on amounts then due and owing under the Notes and Certificates) to the Lenders and the Holders as provided, respectively, in Section 2.10 of the Loan Agreement and Section 4.10 of the Trust Agreement; third, ratably to the Owner Trustee and the Agent regarding any other amounts owing to either such party under the Operative Agreements; and fourth, the balance, if any, of such amount remaining thereafter shall be distributed to the Owner Trustee for distribution to the Holders ratably according to their respective Advance Amounts. (ii) Notwithstanding the foregoing or anything else herein or in any other Operative Agreement to the contrary, any Maximum Lessee Risk Amount (made in whole or in part) shall be applied as set forth in Section 6.9(c)(ii). Any insurance payment, requisition payment or other amount received by the Agent that is not required to be paid over to the Lessee or distributed shall be held by the Agent as security for the obligations of the Lessee under the Lease and applied as set forth therein or herein. (i) An amount equal to any payment identified as proceeds of the sale (or lease upon the exercise of remedies) of the Equipment or any portion thereof, whether pursuant to the exercise of remedies under the Lease or in connection with the sale of the Equipment pursuant to the end of Term termination option as provided in Section 22.2 of the Lease or otherwise or other such amounts with respect to the Equipment for which an allocation is not otherwise set forth in this Section 6.9, shall be applied and allocated by the Agent first, ratably to the Owner Trustee and the Agent with respect to their respective out-of-pocket costs and expenses regarding such sale or the exercise of remedies, second, to the payment to the Holders of the outstanding balance of the Holder Advances plus all accrued and outstanding yield with respect to the Holder Advances, third, to the payment of the principal of and interest on the Notes then outstanding, fourth, to the payment of any other amounts owing to the Holders hereunder or under any of the other Operative Agreements, fifth, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, sixth, ratably to the Owner Trustee and the Agent regarding any other amounts owing to either such party under the Operative Agreements and seventh, to the extent moneys remain after application and allocation pursuant to clauses first through sixth above, to the Lessee. (ii) An amount equal to (A) any such payment identified as a payment of all or a portion of the Maximum Lessee Risk Amount and (B) any other amount payable upon any exercise of remedies after the occurrence of a Lease Event of Default not covered by Section 6.9(c)(i) above (including without limitation any amount received in connection with an acceleration of the Notes which does not represent proceeds from the sale, liquidation or release of the Equipment or any Unit), shall be applied and allocated by the Agent first, to the Agent with respect to its out-of-pocket costs and expenses regarding the exercise of remedies, second, to the payment of the principal of and interest on the Notes then outstanding, third, to the payment of the outstanding balance of the Holder Advances plus all accrued and outstanding yield with respect to the Holder Advances, fourth, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, fifth, to the payment of any other amounts owing to the Holders hereunder or under any of the other Operative Agreements and sixth, to the extent of any monies remaining after the application pursuant to clauses first through fifth above, ratably to the Owner Trustee and the Agent regarding any other amounts owing to either such party under the Operative Agreements. (i) Except as otherwise provided in Section 6.9(c) or 6.9(e), (A) An amount equal to any such payment identified as Supplemental Rent received by the Agent for which provision as to the application thereof is made in the Operative Agreements shall be applied forthwith to the purpose for which such payment was made in accordance with the terms thereof and otherwise shall be applied and allocated by the Agent to the payment of any amounts then owing to the Owner Trustee, the Holders, the Lenders, the Bank Lenders, the Liquidity Facility Participants, the Liquidity Provider, the Agent and such other Persons (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 6.9), as shall be determined by the Agent in its reasonable discretion. (B) Subject to Section 6.9(d)(ii), any payments received and amounts realized by the Agent for which no provision as to the application thereof is made in the Lease or this Section 6.9 or otherwise in any Operative Agreement shall be distributed forthwith by the Agent to the Owner Trustee for distribution pursuant to the Trust Agreement. (ii) Any payments received by the Agent for which provision as to the application thereof is made in the Lease or any other Operative Agreement but not elsewhere in this Agreement shall be applied to the purposes for which such payments were made in accordance with the provisions of the Lease or such other Operative Agreement, as the case may be. (iii) The Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Agent and apply and allocate each such amount in the manner specified above. (e) All amounts constituting Excepted Property received by the Agent shall be paid by the Agent to the Person or Persons entitled thereto. Ratable allocations under this Section 6.9 between the Agent and the Owner Trustee shall be based upon the relative amount of costs, expenses and other amounts owed to each such party at the particular time under the particular provisions of the Operative Agreements.

Receipt Distribution and Application of Income. The Lessee has agreed pursuant to the terms of the Operative Agreements to pay to the Agent until such time as the Loan Agreement has been discharged pursuant to its terms, any and all Rent (provided, that such right to receive Rent shall not include a right to receive Segregated Excepted Property but shall include a right to receive all other Excepted Property) and any and all other amounts of any kind or type under any of the Operative Agreements due and owing the Lessor, the Owner Trustee, the Holders, the Agent, the Lenders, the Bank Lenders, the Liquidity Facility Participants and the Liquidity Provider (excluding such amounts referenced in the immediately preceding parenthetical phrase in this sentence). The Lessee has agreed pursuant to the terms of the Operative Agreements to pay to the Holders or such other Persons as are entitled to the receipt thereof, as appropriate, the Segregated Excepted Property payable to such Persons. Subject to the following sentences of this paragraph, the Agent shall segregate amounts received with regard to whether such amounts relate to Class A Equipment, Class B Equipment or Class C Equipment and promptly thereafter, the Agent shall apply and allocate (to the appropriate account of the Person entitled thereto as disclosed to the Agent in writing from time to time, or such other place as such Person may designate), in accordance with the terms of this Section 6.9 and based on the segregation of amounts with respect to Class A Equipment, Class B Equipment and Class C Equipment and the related Notes and Certificates, such amounts received from the Lessee and all other payments, receipts and other consideration of any kind whatsoever received by the Agent pursuant to this Agreement, any other Operative Agreement or otherwise received by the Agent in connection with the Collateral or the Excepted Property, as described in the paragraphs below. Notwithstanding the preceding provisions of this Section 6.9, in connection with any disposition of Equipment, upon the exercise of remedies in connection with any Event of Default and with regard to all other amounts received by the Agent under the Operative Agreements or otherwise with respect to the Equipment, the Agent shall apply all such amounts received respecting each Class of Equipment in accordance with the terms of this Section 6.9 to the obligations owed under the Operative Agreements respecting such Class of Equipment (including without limitation to the Certificates and Notes applicable to such Class of Equipment and to the out-of-pocket costs and expenses of the Agent and/or the Owner Trustee in connection with such disposition or exercise of remedies). After such application, the Agent shall apply any and all remaining amounts in accordance with the terms of this Section 6.9 ratably respecting the obligations owed under the Operative Agreements with regard to the other Classes of EquipmentEquipment and thereafter in accordance with Section 6.9 of the Other CCB Participation Agreement. (a) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated by the Agent first, ratably (based on amounts then due and owing under the Notes and the Certificates) to the Lenders and the Holders for application and allocation to the payment of interest on the Notes and to the payment of accrued yield with respect to the Holder Advance, thereafter to the principal of the Notes which is due and payable on such date and to the portion of the Holder Advance which is due on such date; and second, if no Lease Default or Lease Event of Default has occurred and is continuing, any excess (if other than a prepayment) shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Lease Default or a Lease Event of Default has occurred and is continuing, such excess (if any) shall instead be held by the Agent until the earlier of (i) the first date thereafter on which no Lease Default or Lease Event of Default shall be in effect (in which case such payments or amounts shall then be made to such other Person or Persons as the Lessee may designate) and (ii) the Maturity Date (or, if earlier, the date of any acceleration of the Notes), in which case such amounts shall be applied and allocated in the manner contemplated by Section 6.9(c). (i) Except as otherwise provided in Sections 6.9(b)(ii), 6.9(c) or 6.9(e), in the event that any prepayment of the Notes or Certificates, in whole or in part, is required in accordance with the provisions of Section 2.10 of the Loan Agreement or Section 4.10 of the Trust Agreement, then any amount received pursuant to Sections 10 or 11 of the Lease or otherwise shall in each case be distributed and paid on a pro rata basis to the Lenders and the Holders in the following order of priority: first, ratably to the Owner Trustee and the Agent with respect to their respective out-of-pocket costs and expenses regarding any such prepayment or sale of the Equipment; second, ratably (based on amounts then due and owing under the Notes and Certificates) to the Lenders and the Holders as provided, respectively, in Section 2.10 of the Loan Agreement and Section 4.10 of the Trust Agreement; third, ratably to the Owner Trustee and the Agent regarding any other amounts owing to either such party under the Operative Agreements; and fourth, the balance, if any, of such amount remaining thereafter shall be distributed to the Owner Trustee for distribution to the Holders ratably according to their respective Advance Amounts. (ii) Notwithstanding the foregoing or anything else herein or in any other Operative Agreement to the contrary, any Maximum Lessee Risk Amount (made in whole or in part) shall be applied as set forth in Section 6.9(c)(ii). Any insurance payment, requisition payment or other amount received by the Agent that is not required to be paid over to the Lessee or distributed shall be held by the Agent as security for the obligations of the Lessee under the Lease and applied as set forth therein or herein. (i) An amount equal to any payment identified as proceeds of the sale (or lease upon the exercise of remedies) of the Equipment or any portion thereof, whether pursuant to the exercise of remedies under the Lease or in connection with the sale of the Equipment pursuant to the end of Term termination option as provided in Section 22.2 of the Lease or otherwise or other such amounts with respect to the Equipment for which an allocation is not otherwise set forth in this Section 6.9, shall be applied and allocated by the Agent first, ratably to the Owner Trustee and the Agent with respect to their respective out-of-pocket costs and expenses regarding such sale or the exercise of remedies, second, to the payment to the Holders of the outstanding balance of the Holder Advances plus all accrued and outstanding yield with respect to the Holder Advances, third, to the payment of the principal of and interest on the Notes then outstanding, fourth, to the payment of any other amounts owing to the Holders hereunder or under any of the other Operative Agreements, fifth, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, sixth, ratably to the Owner Trustee and the Agent regarding any other amounts owing to either such party under the Operative Agreements and seventh, to the extent moneys remain after application and allocation pursuant to clauses first through sixth above, to the Lessee. (ii) An amount equal to (A) any such payment identified as a payment of all or a portion of the Maximum Lessee Risk Amount and (B) any other amount payable upon any exercise of remedies after the occurrence of a Lease Event of Default not covered by Section 6.9(c)(i) above (including without limitation any amount received in connection with an acceleration of the Notes which does not represent proceeds from the sale, liquidation or release of the Equipment or any Unit), shall be applied and allocated by the Agent first, to the Agent with respect to its out-of-pocket costs and expenses regarding the exercise of remedies, second, to the payment of the principal of and interest on the Notes then outstanding, third, to the payment of the outstanding balance of the Holder Advances plus all accrued and outstanding yield with respect to the Holder Advances, fourth, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, fifth, to the payment of any other amounts owing to the Holders hereunder or under any of the other Operative Agreements and sixth, to the extent of any monies remaining after the application pursuant to clauses first through fifth above, ratably to the Owner Trustee and the Agent regarding any other amounts owing to either such party under the Operative Agreements. (i) Except as otherwise provided in Section 6.9(c) or 6.9(e), (A) An amount equal to any such payment identified as Supplemental Rent received by the Agent for which provision as to the application thereof is made in the Operative Agreements shall be applied forthwith to the purpose for which such payment was made in accordance with the terms thereof and otherwise shall be applied and allocated by the Agent to the payment of any amounts then owing to the Owner Trustee, the Holders, the Lenders, the Bank Lenders, the Liquidity Facility Participants, the Liquidity Provider, the Agent and such other Persons (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 6.9), as shall be determined by the Agent in its reasonable discretion. (B) Subject to Section 6.9(d)(ii), any payments received and amounts realized by the Agent for which no provision as to the application thereof is made in the Lease or this Section 6.9 or otherwise in any Operative Agreement shall be distributed forthwith by the Agent to the Owner Trustee for distribution pursuant to the Trust Agreement. (ii) Any payments received by the Agent for which provision as to the application thereof is made in the Lease or any other Operative Agreement but not elsewhere in this Agreement shall be applied to the purposes for which such payments were made in accordance with the provisions of the Lease or such other Operative Agreement, as the case may be. (iii) The Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Agent and apply and allocate each such amount in the manner specified above. (e) All amounts constituting Excepted Property received by the Agent shall be paid by the Agent to the Person or Persons entitled thereto. Ratable allocations under this Section 6.9 between the Agent and the Owner Trustee shall be based upon the relative amount of costs, expenses and other amounts owed to each such party at the particular time under the particular provisions of the Operative Agreements.