Common use of Distribution of Collateral Proceeds Clause in Contracts

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents (Second Mezzanine), or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Mezzanine Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Mezzanine Lender to protect or preserve the Collateral or in connection with the collection of such monies by Mezzanine Lender (including without limitation, enforcement costs), for the exercise, protection or enforcement by Mezzanine Lender of all or any of the rights, remedies, powers and privileges of Mezzanine Lender under this Agreement or any of the other Loan Documents (Second Mezzanine) or in respect of the Collateral or in support of any provision of adequate indemnity to Mezzanine Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Mezzanine Lender to such monies; (b) Second, to all other Obligations (Second Mezzanine) in such order or preference as Mezzanine Lender shall determine in its sole and absolute discretion; (c) Third, the excess, if any, shall be deposited (i) to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (iv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, and the Fifth Mezzanine Loan, to the Mezzanine Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents (Second Third Mezzanine), or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Mezzanine Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Mezzanine Lender to protect or preserve the Collateral or in connection with the collection of such monies by Mezzanine Lender (including without limitation, enforcement costs), for the exercise, protection or enforcement by Mezzanine Lender of all or any of the rights, remedies, powers and privileges of Mezzanine Lender under this Agreement or any of the other Loan Documents (Second Third Mezzanine) or in respect of the Collateral or in support of any provision of adequate indemnity to Mezzanine Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Mezzanine Lender to such monies; (b) Second, to all other Obligations (Second Third Mezzanine) in such order or preference as Mezzanine Lender shall determine in its sole and absolute discretion; (c) Third, the excess, if any, shall be deposited (i) to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iiiii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (iviii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, Loan and the Fifth Mezzanine Loan, to the Mezzanine Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Mezzanine Loan Documents (Second Mezzanine)Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Mezzanine Lender for or in respect of all reasonable out-of-pocket costs, expenses, disbursements and losses which shall have been incurred or sustained by Mezzanine Lender to protect or preserve the Collateral or in connection with the collection of such monies by Mezzanine Lender (including without limitation, enforcement costsEnforcement Costs), for the exercise, protection or enforcement by Mezzanine Lender of all or any of the rights, remedies, powers and privileges of Mezzanine Lender under this Agreement or any of the other Mezzanine Loan Documents (Second Mezzanine) or in respect of the Collateral or in support of any provision of adequate indemnity to Mezzanine Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Mezzanine Lender to such monies; (b) Second, to all other Obligations (Second Third Mezzanine) in such order or preference as Mezzanine Lender shall determine in its sole and absolute reasonable discretion; (c) Third, the excess, if any, shall be deposited (i) to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or (iii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and if the Fourth Mezzanine LoanLoan has been repaid, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (iv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, and the Fifth Mezzanine Loan, shall be distributed to the Mezzanine Borrower or to such other Persons as are entitled theretoBorrower.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents (Second First Mezzanine), or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Mezzanine Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Mezzanine Lender to protect or preserve the Collateral or in connection with the collection of such monies by Mezzanine Lender (including without limitation, enforcement costs), for the exercise, protection or enforcement by Mezzanine Lender of all or any of the rights, remedies, powers and privileges of Mezzanine Lender under this Agreement or any of the other Loan Documents (Second First Mezzanine) or in respect of the Collateral or in support of any provision of adequate indemnity to Mezzanine Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Mezzanine Lender to such monies; (b) Second, to all other Obligations (Second First Mezzanine) in such order or preference as Mezzanine Lender shall determine in its sole and absolute discretion; (c) Third, the excess, if any, shall be deposited (i) in the Second Mezzanine Account for application under the Second Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan, to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (iiiii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iiiiv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (ivv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, and the Fifth Mezzanine Loan, to the Mezzanine Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents (Second Mezzanine), or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Mezzanine Lender for or in respect of all reasonable costs, expenses, disbursements and actual losses which shall have been incurred or sustained by Mezzanine Lender to protect or preserve the Collateral or in connection with the collection of such monies by Mezzanine Lender (including without limitation, enforcement costsEnforcement Costs), for the exercise, protection or enforcement by Mezzanine Lender of all or any of the rights, remedies, powers and privileges of Mezzanine Lender under this Agreement or any of the other Loan Documents (Second Mezzanine) or in respect of the Collateral or in support of any provision of adequate indemnity to Mezzanine Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Mezzanine Lender to such monies; (b) Second, to all other Obligations (Second Mezzanine) in such order or preference as Mezzanine Lender shall determine in its sole and absolute discretion; (c) Third, the excess, if any, shall be deposited (i) returned to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (iv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, and the Fifth Mezzanine Loan, to the Mezzanine Borrower or to such other Persons as are entitled thereto.

Distribution of Collateral Proceeds. In the event that, following the occurrence and during the continuance of any Event of Default, any monies are received in connection with the enforcement of any of the Loan Documents (Second Fourth Mezzanine), or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows: (a) First, to the payment of, or (as the case may be) the reimbursement of, Mezzanine Lender for or in respect of all reasonable costs, expenses, disbursements and losses which shall have been incurred or sustained by Mezzanine Lender to protect or preserve the Collateral or in connection with the collection of such monies by Mezzanine Lender (including without limitation, enforcement costs), for the exercise, protection or enforcement by Mezzanine Lender of all or any of the rights, remedies, powers and privileges of Mezzanine Lender under this Agreement or any of the other Loan Documents (Second Fourth Mezzanine) or in respect of the Collateral or in support of any provision of adequate indemnity to Mezzanine Lender against any taxes or liens which by law shall have, or may have, priority over the rights of Mezzanine Lender to such monies; (b) Second, to all other Obligations (Second Fourth Mezzanine) in such order or preference as Mezzanine Lender shall determine in its sole and absolute discretion; (c) Third, the excess, if any, shall be deposited (i) to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (ivii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, Loan and the Fifth Mezzanine Loan, to the Mezzanine Borrower or to such other Persons as are entitled thereto.