Common use of Proceeds of Leased Property Clause in Contracts

Proceeds of Leased Property. Any payments received by the Lessor or the Lender when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(g) of the Lease), as either or both: (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV of the Lease; or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, if received by Lessor, be paid to the Lender as promptly as possible, and shall be distributed or applied in the following order of priority prior to the Release Date: first, to the Lender for any amounts expended by it in connection with the Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender for the accrued and unpaid interest on the Note; third, to the Lender for Breakage Costs, if any, fourth, to the Lender for the outstanding principal of the Note; fifth, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent or unpaid portion of the Lease Balance; and sixth, to the Person or Persons legally entitled thereto, the excess, if any; and on and after the Release Date such amounts shall be paid over to the Lessor and shall be distributed by the Lessor first, to the Lessor for application to any unpaid amounts owing to the Lessor under the Operative Documents, and second, to the Person or Persons legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor or the Lender Agent when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(g) of the Lease)exists, as either or both:as (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV XIII of the Lease; , or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, Taking shall if received by Lessor, the Lessor be paid to the Lender Agent as promptly as possible, and shall be distributed or applied in the following order of priority prior to the Release Datepriority: first, to the Lender Agent for any amounts reasonably expended by it in connection with the such Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender Lenders and the Lessor pro rata for the application to all accrued and unpaid interest on the Note; thirdand Yield on, to the Lender for Breakage Costs, if any, fourth, to the Lender for the and outstanding principal of, their Loans and the Allocated Amount in respect of all of the Note; fifthLeased Properties, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to interest and Yield on, and outstanding principal of, such Loans and the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent or unpaid portion of the Lease BalanceAllocated Amount; and sixth, to the Person or Persons legally entitled thereto, the excess, if any; and on and after the Release Date such amounts shall be paid over to the Lessor and shall be distributed by the Lessor firstthird, to the Lessor for application to its Net Invested Amount in respect of all of the Leased Properties, together with all accrued and unpaid Yield thereon, an amount equal to such Net Invested Amount and accrued and unpaid Yield thereon; fourth, to the Funding Parties pro rata for application to any unpaid amounts other amount owing to the Lessor Funding Parties under the Operative Documents, ; and secondfifth, to the related Lessee or the Person or Persons otherwise legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor or the Lender when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(g) of the Lease), as either or both: (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV of the Lease; or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of TakingLoss; shall, if received by Lessor, be paid to the Lender as promptly as possible, and shall be distributed or applied in the following order of priority prior to the Release Date: first, to the Lender for any amounts expended by it in connection with the Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender for application to the accrued and unpaid interest on the Note; thirdon, to the Lender for Breakage Costs, if any, fourth, to the Lender for and the outstanding principal of of, the NoteLoan; fifththird, to the Lessor in an amount equal to the sum of (i) all accrued Facility Rent due and unpaid Contribution Return under the Lease as of and prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent or unpaid portion of the Lease Balance; and sixthfourth, to the Person or Persons legally entitled thereto, the excess, if any; and on and after the Release Date such amounts shall be paid over to the Lessor and shall be distributed by the Lessor first, to the Lessor for application to any unpaid amounts owing to the Lessor under the Operative Documents, and second, to the Person or Persons legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor or the Lender Agent when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(gXII(g) of the Lease), as either or both:as (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV XIII of the Lease; , or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, Taking shall if received by Lessor, the Lessor be paid to the Lender Agent as promptly as possible, and shall be distributed or applied in the following order of priority prior to the Release Date: first, to the Lender Agent for any amounts expended by it in connection with the such Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender Lenders pro rata for the accrued and unpaid interest on the Noteapplication to their Funding Party Balances in respect of such Leased Property, an amount equal to such Funding Party Balances in respect of such Leased Property; third, to the Lender Lessor for Breakage Costs, if any, application to its Funding Party Balance in respect of such Leased Property; and fourth, to the Lender for the outstanding principal of the Note; fifth, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent Lessee or unpaid portion of the Lease Balance; and sixth, to the Person or Persons otherwise legally entitled thereto, the excess, if any; and on and after the such Release Date such amounts shall be paid over to the Lessor and shall be distributed or applied by the Lessor firstLessor, first to the Lessor for application to any unpaid amounts owing owed to it in respect of such Leased Property, and second to the Lessor under the Operative Documents, and second, to Lessee or the Person or Persons otherwise legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor or the Lender Agent when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(gXII(f) or (g) of the Lease), as either or both:as (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV XIII of the Lease; , or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, Taking shall if received by Lessor, the Lessor be paid to the Lender Agent as promptly as possible, and shall be distributed or applied in the following order of priority prior to the Release Date: first, to the Lender Agent for any amounts expended by it in connection with the any Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender Lenders pro rata for application to the Loans (first to outstanding principal and second to accrued and unpaid interest), an amount equal to the outstanding principal, and accrued interest on on, the NoteLoans; third, to the Lender Lessor for Breakage Costs, if any, application to its Funding Party Balances in respect of all the Leased Properties; and fourth, to the Lender Indemnified Parties, on a pro rata basis, for any other amounts due to them under the outstanding principal of the NoteOperative Documents; and fifth, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent Lessee or unpaid portion of the Lease Balance; and sixth, to the Person or Persons otherwise legally entitled thereto, the excess, if any; and on and after the such Release Date such amounts shall be paid over to the Lessor and shall be distributed or applied by the Lessor firstLessor, first to the Lessor for application to any unpaid amounts owing owed to it in respect of such Leased Property, and second to the Lessor under the Operative Documents, and second, to Lessee or the Person or Persons otherwise legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor or the Lender Agent when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(gXII(f) or (g) of the Lease), as either or both:as (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV XIII of the Lease; , or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, Taking shall if received by Lessor, the Lessor be paid to the Lender Agent as promptly as possible, and shall be distributed or applied by the Agent in the following order of priority prior to the Release Date: first, to the Lender Agent for any amounts expended by it in connection with the any Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender Lenders pro rata for application to their Funding Party Balances in respect of all the Leased Properties (first to accrued and unpaid interest, second to outstanding principal and third to outstanding fees and expenses), an amount equal to the outstanding principal, and accrued interest on on, the NoteLoans; third, to the Lender Lessor for Breakage Costs, if any, application to its Funding Party Balances in respect of all the Leased Properties; fourth, to the Lender Indemnified Parties, on a pro rata basis, for any other amounts due to them under the outstanding principal of the NoteOperative Documents; and fifth, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent Lessee or unpaid portion of the Lease Balance; and sixth, to the Person or Persons otherwise legally entitled thereto, the excess, if any; and on and after the such Release Date such amounts shall be paid over to the Lessor and shall be distributed or applied by the Lessor firstLessor, first to the Lessor for application to any unpaid amounts owing owed to it in respect of such Leased Property, and second to the Lessor under the Operative Documents, and second, to Lessee or the Person or Persons otherwise legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor --------------------------- or the Lender Agent when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the Lessee described in Article XIII(gXII(f) or (g) of the Lease), as either or both:as (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV XIII of the Lease; , or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, Taking shall if received by Lessor, the Lessor be paid to the Lender Agent as promptly as possible, and shall be distributed or applied by the Agent in the following order of priority prior to the Release Date: first, to the Lender Agent for any amounts expended by it in ----- connection with the any Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender Lenders pro rata for application to their Funding Party Balances in respect of all the Leased Properties (first to accrued and unpaid interest, second to outstanding principal and third to outstanding fees and expenses), an amount equal to the outstanding principal, and accrued interest on on, the NoteLoans; third, to the Lender Lessor for Breakage Costs, if any, application to its Funding Party ----- Balances in respect of all the Leased Properties; fourth, to the Lender Indemnified Parties, on a pro rata basis, for ------ --- ---- any other amounts due to them under the outstanding principal of the NoteOperative Documents; and fifth, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent Lessee or unpaid portion of the Lease Balance; and sixth, to the Person or Persons otherwise ----- legally entitled thereto, the excess, if any; and on and after the such Release Date such amounts shall be paid over to the Lessor and shall be distributed or applied by the Lessor firstLessor, first to the Lessor for application to any unpaid amounts owing owed to it in respect of such Leased Property, and second to the Lessor under the Operative Documents, and second, to Lessee or the Person or Persons otherwise legally entitled thereto, the excess, if any.

Proceeds of Leased Property. Any payments received by the Lessor or --------------------------- the Lender Agent when an Event of Default exists (or has ceased to exist by reason of a rejection of the Lease in a proceeding with respect to the a Lessee described in Article XIII(gXII (g) of the Lease), as either or both:as (i) proceeds from the sale of any or all of the Leased Property sold pursuant to the exercise of the Lessor's remedies pursuant to Article XIV XIII of the Lease; , or (ii) proceeds of any amounts from any insurer or any Governmental Authority in connection with an Event of Loss or Event of Taking; shall, Taking shall if received by Lessor, the Lessor be paid to the Lender Agent as promptly as possible, and shall be distributed or applied in the following order of priority prior to the Release Date: first, to the Lender Agent for any amounts reasonably expended by it in ----- connection with the such Leased Property or the Operative Documents and not previously reimbursed to it; second, to the Lender Funding Parties pro rata for application to their ------ --- ---- Funding Party Balances in respect of all of the accrued Leased Properties, an amount equal to such Funding Party Balances; and unpaid interest on the Note; third, to the Lender for Breakage Costs, if any, fourth, to the Lender for the outstanding principal of the Note; fifth, to the Lessor in an amount equal to the sum of (i) all accrued and unpaid Contribution Return prorated to the date of payment, plus (ii) the outstanding balance of the Contribution, plus (iii) any unpaid Supplemental Rent related Lessee or unpaid portion of the Lease Balance; and sixth, to the Person or Persons otherwise ----- legally entitled thereto, the excess, if any; and on and after the such Release Date (and any application otherwise required under this Section 3 has been made) such amounts shall be paid over to the Lessor and --------- shall be distributed or applied by the Lessor firstLessor, first to the Lessor for ----- application to any unpaid amounts owing owed to it in respect of such Leased Property, and second to the Lessor under the Operative Documents, and second, to related Lessee or the Person or Persons otherwise legally entitled ------ thereto, the excess, if any.