Common use of Application of Sale Proceeds and Recourse Payments Clause in Contracts

Application of Sale Proceeds and Recourse Payments. (a) On the Return Date, in connection with the Lessee’s exercise of the Return Option, the Lessee shall pay to the Lessor all Rent then due together with all other amounts due and payable by the Lessee to the Lessor or any Indemnitee. The Lessee also shall cause to be paid to the Lessor, from the aggregate Sale Proceeds (after application of gross sale proceeds to payment of any deed or transfer tax thereon not paid by the purchaser thereof and payment or reimbursement to the Lessee and/or the Lessor for any costs or expenses incurred by the Lessee and/or the Lessor in connection with the actions required under Sections 22.1 and 22.2, excluding any provision thereof which expressly specifies that the Lessee’s costs shall not be reimbursable out of gross sale proceeds), the aggregate outstanding Break Even Price as of the Return Date (as determined after the payment of all Rent due on such date and application of all other payments hereunder by Lessee in accordance with Section 22.3(c) hereof). If the Sale Proceeds exceed the Break Even Price as of the Return Date, the Lessee shall retain or be entitled to receive the portion of the Sale Proceeds in excess thereof. If the Sale Proceeds are less than the aggregate outstanding Break Even Price, the Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an additional amount equal to the lesser of (x) the amount that the Break Even Price exceeds the Sale Proceeds or, (y) provided no Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) has occurred and is continuing, the Recourse Deficiency Amount.

Application of Sale Proceeds and Recourse Payments. (a) On the Return Date, in connection with the Lessee’s exercise of the Return Option, the Lessee shall pay to the Lessor all Rent then due together with all other amounts due and payable by the Lessee to the Lessor or any Indemnitee. The Lessee also shall cause to be paid to the Lessor, from the aggregate Sale Proceeds - Special Land Value (after application of gross sale proceeds to payment of any deed or transfer tax thereon not paid by the purchaser thereof and payment or reimbursement to the Lessee and/or the Lessor for any costs or expenses incurred by the Lessee and/or the Lessor in connection with the actions required under Sections 22.1 and 22.2, excluding any provision thereof which expressly specifies that the Lessee’s costs shall not be reimbursable out of gross sale proceeds), the aggregate outstanding Break Even Price - Special Land Value as of the Return Date (as determined after the payment of all Rent due on such date and application of all other payments hereunder by Lessee in accordance with Section 22.3(c) hereof). If the Sale Proceeds - Special Land Value exceed the Break Even Price - Special Land Value as of the Return Date, the Lessee shall retain or be entitled to receive the portion of the Sale Proceeds - Special Land Value in excess thereof. If the Sale Proceeds - Special Land Value are less than the aggregate outstanding Break Even PricePrice - Special Land Value, the Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale ProceedsProceeds - Special Land Value, an additional amount equal to the lesser of (A) the sum of (x) the amount that the Break Even Price (Improvements) exceeds the Sale Proceeds or, (Improvements) and (y) the amount that the Break Even Price (Land) exceeds the Sale Proceeds (Land) or (B) provided no Default or Event of Default (other than an Event of Default that is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which the Lessor has not yet commenced exercising remedies) has occurred and is continuing, the Recourse Deficiency Amount.

Application of Sale Proceeds and Recourse Payments. (a) On the Return Date, in connection with the Lessee’s exercise of the Return Option, the Lessee shall pay to the Lessor all Rent then due together with all other amounts due and payable by the Lessee to the Lessor or any Indemnitee. The Lessee also shall cause to be paid to the Lessor, from the aggregate Sale Proceeds (after application of gross sale proceeds to payment of any deed or transfer tax thereon to the extent not paid by the purchaser thereof and payment or reimbursement to the Lessee and/or Lessee, the Lessor and any other party (including a buyer or potential buyer) to the extent the Lessor and the Lessee have agreed to such payment for any costs or expenses incurred by the Lessee and/or Lessee, the Lessor or such other party in connection with the actions required under Sections 22.1 and 22.2this Article XXII, excluding any provision thereof of Article XXII which expressly specifies that the Lessee’s costs shall not be reimbursable out of gross sale proceeds), the aggregate outstanding Break Even Price Lease Balance as of the Return Date (as determined after the payment of all Rent due on such date and application of all other payments hereunder by Lessee in accordance with Section 22.3(c) hereofdate). If the Sale Proceeds exceed the Break Even Price Lease Balance as of the Return Date, the Lessee shall retain or be entitled to receive the portion of the Sale Proceeds in excess thereof. If the Sale Proceeds are less than the aggregate outstanding Break Even PriceLease Balance, the Lessee shall pay or shall cause to be paid to the Lessor, as Supplemental Rent, on the Return Date, in addition to the Sale Proceeds, an additional amount 37 (the “Deficiency”) equal to the lesser of (x) the amount that the Break Even Price Lease Balance exceeds the Sale Proceeds or, (y) provided no Default or Event of Default is continuing (other than an Event of Default that in which case, this clause (y) will not apply and the Lessee shall be responsible for the Lease Balance (and, in the case where the Lease Balance is declared solely and exclusively on the basis of one or more 97-1 Events of Default with respect to which paid, the Lessor has not yet commenced exercising remedies) has occurred and is continuingshall convey to the Lessee or its designee the Leased Property in accordance with Section 23.11)), the Return Price Recourse Deficiency Amount.