Common use of Application of Recoveries Clause in Contracts

Application of Recoveries. Except to the extent otherwise provided in Section 8.13 hereof, all payments made and actually received by the Agent in respect of the Loan (from any person or source including, without limitation, proceeds of title insurance policies with respect to any Eligible Project) shall be applied in the following order of priority: (i) to the reimbursement of any reasonable costs incurred by the Agent to administer, enforce, collect or deal with the Loan (including payments made pursuant to Section 8.11 or Section 8.12 hereof) (or to reimbursement of the Lenders to the extent such costs have been paid by the Lenders) (based on Pro Rata Shares thereof); (ii) to the repayment of any Protective Advances (to the extent not paid pursuant to clause (i) above) (based on Pro Rata Shares thereof); (iii) to the payment of all interest (including default interest) due and payable on the Notes (based on Pro Rata Shares thereof); (iv) to the payment of fees payable under the Loan Documents (based on Pro Rata Shares thereof); and (v) to the payment of principal of the Notes (based on Pro Rata Shares thereof). Agent shall wire transfer to each Lender, at such Lender's bank account as designated by such Lender to Agent in writing, its Pro Rata Share of any payments (to the extent payable to Lender pursuant to this Section 2.7(g)) within one (1) Business Day of Agent's receipt of such payment. Agent shall pay to the Lenders interest thereon, at the Federal Funds Rate, from the Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to the Lender. The Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including, without limitation, instructions from the Majority Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. In the absence of gross negligence or willful misconduct, the Agent shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Section, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Application of Recoveries. Except to the extent otherwise provided in Section 8.13 8.7 hereof, all payments made and actually proceeds received by the Agent in respect of connection with the Loan (and the Note and all proceeds from the liquidation of collateral, if any, and from any person enforcement action (or other realization), from any source includingrelated to the Loan, without limitation, proceeds of title insurance policies with respect to any Eligible Project) shall be applied in the following order of priority:priority (unless Agent otherwise agrees in writing, or, during the existence and continuance of an Event of Default, unless Agent and all of the Lenders otherwise agree in writing): (i1) to the reimbursement of any reasonable costs incurred by the Agent to administer, enforce, collect or deal with the Loan (including payments made pursuant to Section 8.11 or Section 8.12 hereofSections 8.5(a)(2) and (3) hereof (or to reimbursement of the Lenders to the extent such costs have been paid by the Lenders) (based on Pro Rata Shares thereof); (ii2) to the repayment of any Protective Advances (to the extent not paid pursuant to clause (i1) above) (based on Pro Rata Shares thereof); (iii3) to the payment of all interest (including default interestinterest calculated at the Default Rate) due and payable on the Notes (based on Pro Rata Shares thereof)each Note; (iv4) to the payment of fees payable under the Loan Documents (based on Pro Rata Shares thereof); andDocuments; (v5) to the payment of principal of the Notes each Note; (based on Pro Rata Shares thereof). Agent shall wire transfer to each Lender, at such Lender's bank account as designated by such Lender to Agent in writing, its Pro Rata Share of any payments (6) to the extent payment of all amounts owing to Swap Counterparty under all Swap Contracts that are secured by the Mortgage, including without limitation all breakage fees, discontinuance fees, settlement obligations, and any and all other sums, fees and costs that shall become due and payable by Borrower under or with respect to Lender pursuant to this Section 2.7(g)) within one (1) Business Day any such Swap Contracts, including without limitation as a result of Agent's receipt direction that such Swap Contracts be broken and discontinued in accordance with the terms of such payment. Agent shall pay Section 7.13 hereof; and (7) to the Lenders interest thereon, at payment of any other amounts owing under the Federal Funds Rate, from the Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds Loan Documents. Notwithstanding anything to the Lender. The Agent shall in contrary set forth above, any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including, without limitation, instructions from the Majority Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as Excluded Swap Obligations with respect to any apportionment or distribution contemplated hereby. In the absence of gross negligence or willful misconduct, the Agent Guarantor shall not be liable for any apportionment paid with amounts received from such Guarantor or distribution its assets, but in such case appropriate adjustments shall be made with respect to payments from Borrower and/or each other Guarantor to preserve the application of payments made by it and proceeds otherwise set forth above in good faith pursuant to this Section, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Application of Recoveries. Except to the extent otherwise provided in Section 8.13 7.13 hereof, all payments made and actually received by the Agent in respect of the Loan (from any person or source including, without limitation, proceeds of title insurance policies with respect to any Eligible Project) shall be applied in the following order of priority: (i) to the reimbursement of any reasonable costs incurred by the Agent to administer, enforce, collect or deal with the Loan (including payments made pursuant to Section 8.11 7.11 or Section 8.12 7.12 hereof) (or to reimbursement of the Lenders to the extent such costs have been paid by the Lenders) (based on Pro Rata Shares thereof); (ii) to the repayment of any Protective Advances (to the extent not paid pursuant to clause (i) above) (based on Pro Rata Shares thereof); (iii) to the payment of all interest (including default interest) due and payable on the Notes (based on Pro Rata Shares thereof); (iviii) to the payment of fees payable under the Loan Documents (based on Pro Rata Shares thereof); and (viv) to the payment of principal of the Term Notes (based on Pro Rata Shares thereof); and (v) to the payment of the Revolving Notes (based on Pro Rata Shares thereof); provided however, optional prepayments may, at Borrower's election, be applied to the Revolving Notes rather than the Term Notes, as provided in Section 2.6(d). Agent shall wire transfer to each Lender, at such Lender's bank account as designated by such Lender to Agent in writing, its Pro Rata Share of any payments (to the extent payable to Lender pursuant to this Section 2.7(g2.6(g)) within one (1) Business Day of Agent's receipt of such payment. Agent shall pay to the Lenders interest thereon, at the Federal Funds Rate, from the Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to the Lender. The Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including, without limitation, instructions from the Majority Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. In the absence of gross negligence or willful misconduct, the Agent shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this SectionSection 2.6(g), and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any person to whom payment was due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.

Application of Recoveries. Except to the extent otherwise provided in Section 8.13 hereof, all payments made and actually received by the Agent in respect of the Loan (from any person or source including, without limitation, proceeds of title insurance policies with respect to any Eligible Project) shall be applied in the following order of priority: (i) to the reimbursement of any reasonable costs incurred by the Agent to administer, enforce, collect or deal with the Loan (including payments made pursuant to Section 8.11 or Section 8.12 hereof) (or to reimbursement of the Lenders to the extent such costs have been paid by the Lenders) (based on Pro Rata Shares thereof); (ii) to the repayment of any Protective Advances (to the extent not paid pursuant to clause (i) above) (based on Pro Rata Shares thereof); (iii) to the payment of all interest (including default interest) due and payable on the Notes (based on Pro Rata Shares thereof); (iv) to the payment of fees payable under the Loan Documents (based on Pro Rata Shares thereof); and (v) to the payment of principal of the Notes (based on Pro Rata Shares thereof). Agent shall wire transfer to each Lender, at such Lender's bank account as designated by such Lender to Agent in writing, its Pro Rata Share of any payments (to the extent payable to Lender pursuant to this Section 2.7(g)) within one (1) Business Day of Agent's receipt of such payment. Agent shall pay to the Lenders interest thereon, at the Federal Funds Rate, from the Business Day following receipt of such funds by Agent until such funds are paid in immediately available funds to the Lender. The Agent shall in any event not be bound to inquire into or determine the validity, scope or priority of any interest or entitlement of any Lender and may suspend all payments and seek appropriate relief (including, without limitation, instructions from the Majority Lenders or all Lenders, as applicable, or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby. In the absence of gross negligence or willful misconduct, the Agent shall not be liable for any apportionment or distribution of payments made by it in good faith pursuant to this Section, and if any such apportionment or distribution is subsequently determined to have been made in error, the sole recourse of any person to whom payment was 26 due, but not made, shall be to recover from the recipients of such payments any payment in excess of the amount to which they are determined to have been entitled.