APPLICABLE TO IT, EACH LESSOR SHALL PAY TO THE SECURITY TRUSTEE FOR DISTRIBUTION
IN ACCORDANCE WITH CLAUSE 9.2 (GENERAL ORDER OF APPLICATION) THE AMOUNT (IF ANY)
OF ANY AMOUNT PAID FOR THE CREDIT OF ITS LESSOR COLLATERAL ACCOUNT PURSUANT TO
CLAUSE 9.4.2 WHICH HAS NOT BEEN APPLIED TOWARDS SATISFACTION OF THE ACTUAL
LESSOR PARI PASSU DEBT OF SUCH LESSOR.
9.4.5
IF AT ANY TIME ON OR AFTER THE ENFORCEMENT DATE AND BEFORE THE LAST
TO OCCUR OF THE SENIOR DISCHARGE DATE, THE SECOND LIEN DISCHARGE DATE, THE
LESSOR JUNIOR DISCHARGE DATE AND THE HEDGE DISCHARGE DATE, ANY AMOUNTS ARE,
PURSUANT TO THE COLLATERAL ACCOUNT AGREEMENTS, TO BE RELEASED TO THE RELEVANT
LESSEE, THE PARTIES TO THIS DEED AGREE THAT THE SAME SHALL BE PAID TO THE
SECURITY TRUSTEE FOR APPLICATION IN ACCORDANCE WITH CLAUSE 9.2 (GENERAL ORDER OF
APPLICATION).
9.4.6
EACH LESSOR AGREES THAT ANY PAYMENT TO THE LESSORS' AGENT BY THE
SECURITY TRUSTEE SHALL DISCHARGE, PRO TANTO, THE OBLIGATION OF THE SECURITY
TRUSTEE TO DISTRIBUTE SUMS TO THE RELEVANT LESSOR AND SHALL BE CONSTRUED AS A
PAYMENT TO THAT LESSOR FOR THE PURPOSES OF THE RELEVANT LEASE.
9.4.7
AT ANY TIME AFTER THE TAX SIGN OFF DATE, SUBJECT TO THERE BEING NO
AMOUNTS DUE AND PAYABLE BY THE RELEVANT LESSEE TO THE RELEVANT LESSOR UNDER OR
IN CONNECTION WITH ANY OF THE LEASE DOCUMENTS WHICH ARE UNPAID AND TO THE
RELEVANT LESSOR BEING SATISFIED (ACTING REASONABLY) THAT NO MATERIAL LESSOR DEBT
IS LIKELY TO FALL DUE AT ANY TIME AFTER THAT TIME (UNLESS OTHER SECURITY
ARRANGEMENTS ACCEPTABLE TO THE LESSOR IN ITS ABSOLUTE DISCRETION SHALL HAVE BEEN
PUT IN PLACE IN RELATION TO SUCH MATERIAL LESSOR DEBT), TCN MAY NOTIFY THE
LESSOR'S AGENT IN WRITING THAT IT REQUIRES THE LESSOR SECURITY AND, IF THE
SENIOR DISCHARGE DATE, THE HEDGE DISCHARGE DATE AND THE SECOND LIEN DISCHARGE
DATE HAVE THEN OCCURRED, THE SECURITY TO BE RELEASED.
EACH LESSOR AGREES, AT
THE COST OF TCN, AS SOON AS REASONABLY PRACTICABLE AFTER RECEIPT OF SUCH A
REQUEST, TO RELEASE AND DISCHARGE THE LESSOR SECURITY AND (IF APPLICABLE) TO
INSTRUCT THE SECURITY TRUSTEE TO RELEASE THE SECURITY AND TO THAT END TO EXECUTE
SUCH DOCUMENTS AS THE LESSEE MAY REASONABLY REQUIRE TO GIVE EFFECT THERETO.
10.
ENFORCEMENT OF SECURITY BY SECURITY TRUSTEE
10.1
ENFORCEMENT BY A LESSOR
Until the Lessor Junior Discharge Date:
10.1.1
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE RELEVANT LESSOR AND THE
SECURITY TRUSTEE, NONE OF THE LENDERS, THE HEDGE COUNTERPARTIES OR THE SECURITY
TRUSTEE SHALL BE ENTITLED TO TAKE OR HAVE POSSESSION OF, OR MAINTAIN A RECEIVER
IN POSSESSION OF, ANY LESSOR COLLATERAL ACCOUNT (BUT WITHOUT PREJUDICE TO THE
RIGHT OF THE SECURITY TRUSTEE TO APPOINT AN ADMINISTRATIVE RECEIVER OR
ADMINISTRATOR IN RESPECT OF ALL OF THE ASSETS OF ANY OF THE CHARGORS); AND
10.1.2
IF PURSUANT TO ENFORCEMENT AS PERMITTED UNDER THIS DEED ANY LESSOR
APPLIES AGAINST THE LESSOR DEBT OWING TO IT ANY CREDIT BALANCE ON THE RELEVANT
LESSOR COLLATERAL ACCOUNT
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OF THAT LESSOR,