Common use of Applications of Payments and Proceeds Clause in Contracts

Applications of Payments and Proceeds. (a) Upon the occurrence of (x) a Cancellation Event or (y) a Termination Event (and the Company elects pursuant to Section 15(a) of the Lease to exercise its option to purchase the Facility for the Purchase Price), or if the Company otherwise elects to acquire the Facility for the Purchase Price, the Purchase Price or the Termination Value, as the case may be, and all other monies received by the Lessor (or the Administrative Agent on the Lessor’s behalf) pursuant to or in connection with the Lease, this Agreement or any other Operative Document, including, without limitation, the proceeds of any insurance or condemnation awards received as a result of any Casualty Occurrence or Loss Event, shall be applied in the following order: (i) first, to pay or reimburse all Supplemental Rent and other costs and expenses, including, without limitation, those in connection with Indemnified Risks, increased costs, or Taxes, then due and owing to the Funding Parties under the other Operative Documents (collectively, the “Other Transaction Expenses”), pro rata to each such Person; (ii) second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); and (iii) third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, to Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof). Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (b) If (i) a Termination Event has occurred, (ii) a Cancellation Event does not exist and (iii) the Company has not elected to purchase the Facility for the Purchase Price, and has paid the Final Rent Payment pursuant to Section 15(a) of the Lease, then the Final Rent Payment shall be applied as follows: (i) first, to pay or reimburse all Other Transaction Expenses; (ii) second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); (iii) third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, the balance, if any, to be applied as provided in the following provisions of this paragraph (b). In such circumstances, all other monies received by the Lessor pursuant to or in connection with the Lease, this Agreement or any other Operative Document or as proceeds of disposition of the Facility shall be applied as follows: (i) first, to pay to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof), an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, excluding the portion thereof attributable to the Lessor Equity Interest; (ii) second, to pay to the Lessor, for its own account, an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments attributable to the Lessor Equity Interest; and (iii) third, to reimburse the Company for Support Expenses. Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (c) If the circumstances described in Section 3.05(b)(i) and (ii) exist, but the Company has either failed to elect to exercise its option to purchase the Facility, failed to make the Final Rent Payment and/or failed to furnish to the Lessor a satisfactory update of the environmental reports initially furnished with respect to the Facility, then the Lessor will be entitled to exercise foreclosure remedies set forth in Section 26 of the Lease and all moneys received by the Lessor from the disposition of the Facility or other foreclosure action, net of enforcement costs, will be applied (i) first, to payment of the Unrecovered Lessor Investments attributable to that portion of the principal balance of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, but excluding the portion thereof attributable to the Lessor Equity Interest (which payment shall be distributed to each of the B Percentage Lease Participants according to its B Percentage Share thereof), (ii) second, to the remaining Unrecovered Lessor Investments attributable to the Lessor Equity Interest (which shall be retained by the Lessor), and (iii) third, any remaining net proceeds shall be applied in accordance with 3.05 (a) in the same manner as if the Final Rent Payment had been made, and in such circumstances, the Company shall remain liable for any deficiency in such remaining net proceeds to pay such amounts described in Section 3.05(a).

Applications of Payments and Proceeds. (a) Upon the occurrence of (x) a Cancellation Event or (y) a Termination Event (and the Company elects pursuant to Section 15(a) of the Lease to exercise its option to purchase the Facility for the Purchase Price), or if the Company otherwise elects to acquire the Facility for the Purchase Price, the Purchase Price or the Termination Value, as the case may be, and all other monies received by the Lessor (or the Administrative Agent on the Lessor’s behalf) pursuant to or in connection with the Lease, this Agreement or any other Operative Document, including, without limitation, the proceeds of any insurance or condemnation awards received as a result of any Casualty Occurrence or Loss Event, shall be applied in the following order: (i) first, to pay or reimburse all Supplemental Rent and other costs and expenses, including, without limitation, those in connection with Indemnified Risks, increased costs, or Taxes, then due and owing to the Funding Parties under the other Operative Documents (collectively, the “Other Transaction Expenses”), pro rata to each such Person;; and (ii) second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); and (iii) third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, to Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof). Any remaining monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (b) If (ix) a Termination Event has occurred, (iiy) a Cancellation Event does not exist and (iiiz) the Company has not elected to purchase the Facility for the Purchase Price, and has paid the Final Rent Payment pursuant to Section 15(a) of the Lease, then the Final Rent Payment shall be applied as follows: (i) first, to pay or reimburse all Other Transaction Expenses; (ii) second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); (iii) third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, the balance, if any, to be applied as provided in the following provisions of this paragraph (b). In such circumstances, and all other monies received by the Lessor pursuant to or in connection with the Lease, this Agreement or any other Operative Document or as proceeds of disposition of the Facility shall be applied as follows: (i1) first, to pay to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof), an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, excluding the portion thereof attributable to the Lessor Equity Interest;; and (ii2) second, to pay to the Lessor, for its own account, an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments attributable to the Lessor Equity Interest; and (iii3) third, to reimburse the Company for Support Expenses. Any ; and (4) fourth, remaining monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (c) If the circumstances described in Section 3.05(b)(i3.05(b)(x) and (iiy) exist, but the Company has either failed to elect to exercise its option to purchase the Facility, failed to make the Final Rent Payment and/or failed to furnish to the Lessor a satisfactory update of the environmental reports initially furnished with respect to the Facility, then the Lessor will be entitled to exercise foreclosure remedies set forth in Section 26 27 of the Lease and all moneys received by the Lessor from the disposition of the Facility or other foreclosure action, net of enforcement costs, will shall be applied as follows: (i) first, to payment of the Unrecovered Lessor Investments attributable to that portion of the principal balance of the B Percentage Lessor Investments which is attributable to the Non-Recourse AmountInvestments, but excluding the portion thereof attributable to the Lessor Equity Interest (which payment shall be distributed to each of the B Percentage Lease Participants according to its B Percentage Share thereof), ; (ii) second, to the remaining Unrecovered Lessor Investments attributable to the Lessor Equity Interest (which shall be retained by the Lessor), and ; and (iii) third, any remaining net proceeds shall be applied in accordance with 3.05 (aSection 3.05(a) in the same manner as if the Final Rent Payment had been made, and in such circumstances, the Company shall remain liable for any deficiency in such remaining net proceeds to pay such amounts described in Section 3.05(a).

Applications of Payments and Proceeds. (a) Upon the occurrence of (x) a Cancellation Event or (y) a Termination Event (and the Company elects pursuant to Section 15(a) or (b) of the Lease to exercise its option to purchase the Facility for the Purchase PricePrice or elects pursuant to Section 15(b)(ii)(B) of the Lease to pay the Termination Value), or if the Company otherwise elects to acquire the Facility for the Purchase Price, the Purchase Price or the Termination Value, as the case may be, and all other monies received by the Lessor (or the Administrative Agent on the Lessor’s behalf) pursuant to or in connection with the Lease, this Agreement or any other Operative Transaction Document, including, without limitation, the proceeds of any insurance or condemnation awards received as a result of any Casualty Occurrence or Loss Event, shall be applied to prepay the Loans and redeem the Lessor Investment in the following order: (i1) firstFIRST, to pay or reimburse all Supplemental Rent and other costs and expenses, including, without limitation, those in connection with Indemnified Risks, increased costs, Supplemental Rent or Taxes, then due and owing to the Funding Parties Agent, the Lessor and the Lenders under the other Operative Documents (collectively, the “Other Transaction Expenses”)Documents, pro rata to each such PersonPerson (collectively, the "OTHER TRANSACTION EXPENSES"); (ii2) secondSECOND, to pay all accrued, unpaid Yield interest and fees on the A Percentage Lessor Investments and the B Percentage Lessor InvestmentsNotes, pro rata, to the Lessor (who shall distribute pro rata Lenders, and all accrued, unpaid Yield, including without limitation, all Accrued Construction Term Yield, to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); andLessor; (iii3) thirdTHIRD, in an amount equal to pay the aggregate outstanding principal balance of the A Percentage Lessor InvestmentsLoans, pro rata, to the Lessor Lenders; (who shall distribute 4) FOURTH, to each pay the outstanding principal balance of the A Percentage Lease Participants its A Percentage Share thereof)Lessor Investment, to the Lessor; and (iv5) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse AmountFIFTH, to pay all other amounts owing by the Lessor (who shall distribute to each of Company under the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, to Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof)Transaction Documents. Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Transaction Documents shall be paid to the Lessor for distribution to the Company. (b) If (i) a Termination Event has occurred, (ii) a Cancellation Event does not exist and (iii) the Company has not elected to purchase the Facility for the Purchase Price, Price and has paid the Final Rent Payment or Completion Costs Payment, as applicable, pursuant to Section 15(a) of the Lease, then the Final Rent Payment or Completion Costs Payment, as applicable, shall be applied as follows: (i1) firstFIRST, to pay or reimburse all Other Transaction Expenses; (ii2) secondSECOND, to pay all accrued, unpaid Yield interest on the A Percentage Lessor Investments and the B Percentage Lessor InvestmentsLoans, pro rata, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable)Lenders; (iii3) thirdTHIRD, in an amount equal to pay all accrued, unpaid fees, pro rata, to the aggregate Lenders and the Lessor; (4) FOURTH, to pay the outstanding principal balance of the Tranche A Percentage Lessor InvestmentsLoans, pro rata, to the Lessor Tranche A Lenders and (who shall distribute without duplication), to each of the A Percentage Lease Participants its A Percentage Share thereof)pay Completion Costs, if applicable; and (iv5) fourthFIFTH, in an amount equal the case of a Final Rent Payment, to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amountpay all accrued, unpaid Yield, including without limitation, all Accrued Construction Term Yield, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, the balance, if any, to be applied as provided in the following provisions of this paragraph (b)Lessor. In such circumstances, all other monies received by the Lessor or the Agent pursuant to or in connection with the Lease, this Agreement or any other Operative Transaction Document or as proceeds of disposition of the Facility shall be applied as follows: (i1) firstFIRST, to pay to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof), an amount equal to the aggregate outstanding principal balance of that portion of the Tranche B Percentage Lessor Investments which is attributable Notes, pro rata, to the Non-Recourse Amount, excluding the portion thereof attributable to the Lessor Equity InterestTranche B Lenders; (ii2) secondSECOND, to pay the outstanding balance of the Lessor Investments to the Lessor; (3) THIRD, for its own account, an amount equal to the aggregate outstanding principal balance of that portion of extent not prohibited by law, to pay any unpaid amount specified in this paragraph (b) above, in the B Percentage Lessor Investments attributable order specified in paragraph (b), or to the Lessor Equity Interest; whomever else may be legally entitled thereto, as their respective interests may appear and (iii4) thirdFOURTH, to reimburse the Company for Support ExpensesExpenses incurred by it under the Agency Agreement. Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Transaction Documents shall be paid to the Lessor for distribution to the Company. (c) If (i) the Company is required to purchase the Facility or has elected to exercise its option to purchase the Facility, and has failed to pay the Purchase Price, or (ii) the circumstances described in Section 3.05(b)(i(b)(i) and (ii) above exist, but the Company has either failed to elect to exercise its option to purchase the Facility, Facility and failed to make the Final Rent Payment or Completion Costs Payment, as applicable, and/or (iii) the Company has failed to furnish to the Lessor Agent a satisfactory update of the environmental reports initially furnished with respect to the FacilityEnvironmental Assessment, then the Lessor will be entitled to exercise eviction and/or foreclosure remedies set forth in Section 26 of the Lease and all moneys received by the Agent or the Lessor from the disposition of the Facility or other foreclosure action, net of reasonable enforcement costs, will be applied (i) firstFIRST, to payment of the Unrecovered Lessor Investments attributable to that portion of the principal balance of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amountas provided in paragraph (b) above, but excluding the portion thereof attributable to the Lessor Equity Interest (which payment shall be distributed to each of the B Percentage Lease Participants according to its B Percentage Share thereof), and (ii) second, to the remaining Unrecovered Lessor Investments attributable to the Lessor Equity Interest (which shall be retained by the Lessor), and (iii) thirdSECOND, any remaining net proceeds shall be applied in accordance with 3.05 paragraph (a) above in the same manner as if the Final Rent Payment had been made, and in such circumstances, the Company shall remain liable for any deficiency in such remaining net proceeds to pay such amounts described in Section 3.05(aparagraph (a).

Applications of Payments and Proceeds. (a) Upon the occurrence of (x) a Cancellation Event or (y) a Termination Event (and the Company elects pursuant to Section 15(a) of the Lease to exercise its option to purchase the Facility for the Purchase Price), or if the Company otherwise elects to acquire the Facility for the Purchase Price, the Purchase Price or the Termination Value, as the case may be, and all other monies received by the Lessor (or the Administrative Agent on the Lessor’s behalf) pursuant to or in connection with the Lease, this Agreement or any other Operative Document, including, without limitation, the proceeds of any insurance or condemnation awards received as a result of any Casualty Occurrence or Loss Event, shall be applied in the following order: (i) first, to pay or reimburse all Supplemental Rent and other costs and expenses, including, without limitation, those in connection with Indemnified Risks, increased costs, or Taxes, then due and owing to the Funding Parties under the other Operative Documents (collectively, the “Other Transaction Expenses”), pro rata to each such Person; (ii) second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); and (iii) third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, to Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof). Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (b) If (i) a Termination Event has occurred, (ii) a Cancellation Event does not exist and (iii) the Company has not elected to purchase the Facility for the Purchase Price, and has paid the Final Rent Payment pursuant to Section 15(a) of the Lease, then the Final Rent Payment shall be applied as follows: (i) first, to pay or reimburse all Other Transaction Expenses; (ii) second, to pay all accrued, unpaid Yield on the A Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who shall distribute pro rata to each of the A Percentage Lease Participants and B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); (iii) third, in an amount equal to the aggregate outstanding principal balance of the A Percentage Lessor Investments, to the Lessor (who shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, the balance, if any, to be applied as provided in the following provisions of this paragraph (b). In such circumstances, all other monies received by the Lessor pursuant to or in connection with the Lease, this Agreement or any other Operative Document or as proceeds of disposition of the Facility shall be applied as follows: (i) first, to pay to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof), an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, excluding the portion thereof attributable to the Lessor Equity Interest; (ii) second, to pay to the Lessor, for its own account, an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments attributable to the Lessor Equity Interest; and (iii) third, to reimburse the Company for Support Expenses. Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (c) If the circumstances described in Section 3.05(b)(i) and (ii) exist, but the Company has either failed to elect to exercise its option to purchase the Facility, failed to make the Final Rent Payment and/or failed to furnish to the Lessor a satisfactory update of the environmental reports initially furnished with respect to the Facility, then the Lessor will be entitled to exercise foreclosure remedies set forth in Section 26 of the Lease and all moneys received by the Lessor from the disposition of the Facility or other foreclosure action, net of enforcement costs, will be applied (i) first, to payment of the Unrecovered Lessor Investments attributable to that portion of the principal balance of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, but excluding the portion thereof attributable to the Lessor Equity Interest (which payment shall be distributed to each of the B Percentage Lease Participants according to its B Percentage Share thereof), (ii) second, to the remaining Unrecovered Lessor Investments attributable to the Lessor Equity Interest (which shall be retained by the Lessor), and (iii) third, any remaining net proceeds shall be applied in accordance with 3.05remaining (a) in the same manner as if the Final Rent Payment had been made, and in such circumstances, the Company shall remain liable for any deficiency in such remaining net proceeds to pay such amounts described in Section 3.05(a).

Applications of Payments and Proceeds. (a) Upon the occurrence of (x) a Cancellation Event or (y) a Termination Event (and the Company elects elects, pursuant to Section 15(a) or (b) of the Lease Lease, to exercise its option to purchase the Facility for the Purchase Price, or elects pursuant to Section 15(b)(ii)(B) of the Lease, to pay the Termination Value), or if the Company otherwise elects to acquire the Facility for the Purchase Price, the Purchase Price or the Termination Value, as the case may be, and all other monies received by the Lessor (or the Administrative Agent on the Lessor’s behalf) pursuant to or in connection with the Lease, this Agreement or any other Operative Document, including, without limitation, the proceeds of any insurance or condemnation awards received as a result of any Casualty Occurrence or Loss Event, shall be applied to Lessor Investments (and the Ownership Interests of the Lease Participants) in the following order: (i1) first, to pay or reimburse all Supplemental Rent and other costs ----- and expenses, including, without limitation, those in connection with Indemnified Risks, increased costs, or Taxes, then due and owing to the Funding Parties under the other Operative Documents (collectively, the “Other Transaction Expenses”), pro rata to each such Person;Documents, (ii2) second, to pay all accrued, unpaid Yield and fees on the A ------ Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who which shall distribute pro rata to each of the A Percentage Lease Participants and the B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable); and; (iii3) third, in an amount equal to pay the aggregate outstanding unrecovered principal balance of the A ----- Percentage Lessor Investments, Investments to the Lessor (who which shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv4) fourth, in an amount equal to pay the aggregate outstanding unrecovered principal balance of that portion of the B ------ Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, to Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof). Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for prompt distribution to the Company. (b) If (i) a Termination Event has occurred, (ii) a Cancellation Event does not exist and (iii) the Company has not elected to purchase the Facility for the Purchase Price, and has paid the Final Rent Payment or the Completion Costs Payment, as applicable pursuant to Section 15(a) of the Lease, then the Final Rent Payment or the Completion Costs Payment, as applicable, shall be applied as follows: (i) first, to pay or reimburse all Other Transaction Expenses; (ii2) second, to pay all accrued, unpaid Yield and fees on the A ------ Percentage Lessor Investments and the B Percentage Lessor Investments, to the Lessor (who which shall distribute pro rata to each of the A Percentage Lease Participants and the B Percentage Lease Participants its A Percentage Share and/or B Percentage Share thereof, as applicable);; and (iii3) third, in an amount equal to pay the aggregate outstanding unrecovered principal balance of the A ----- Percentage Lessor Investments, Investments to the Lessor (who which shall distribute to each of the A Percentage Lease Participants its A Percentage Share thereof); and (iv) fourth, in an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is in excess of the Non-Recourse Amount, to the Lessor (who shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof); and (v) fifth, the balance, if any, to be applied as provided in the following provisions of this paragraph (b). In such circumstances, all other monies received by the Lessor pursuant to or in connection with the Lease, this Agreement or any other Operative Document or as proceeds of disposition of the Facility shall be applied as follows: (i1) first, to pay the unrecovered principal balance of the B ----- Percentage Lessor Investments to the Lessor (who which shall distribute to each of the B Percentage Lease Participants its B Percentage Share thereof), an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, excluding the portion thereof attributable to the Lessor Equity Interest; (ii) second, to pay to the Lessor, for its own account, an amount equal to the aggregate outstanding principal balance of that portion of the B Percentage Lessor Investments attributable to the Lessor Equity Interest; and (iii) third, to reimburse the Company for Support Expenses. Any monies remaining after payment in full of the foregoing amounts and all other amounts owing by the Company from time to time under the Operative Documents shall be paid to the Lessor for distribution to the Company. (c) If the circumstances described in Section 3.05(b)(i) and (ii) exist, but the Company has either failed to elect to exercise its option to purchase the Facility, failed to make the Final Rent Payment and/or failed to furnish to the Lessor a satisfactory update of the environmental reports initially furnished with respect to the Facility, then the Lessor will be entitled to exercise foreclosure remedies set forth in Section 26 of the Lease and all moneys received by the Lessor from the disposition of the Facility or other foreclosure action, net of enforcement costs, will be applied (i) first, to payment of the Unrecovered Lessor Investments attributable to that portion of the principal balance of the B Percentage Lessor Investments which is attributable to the Non-Recourse Amount, but excluding the portion thereof attributable to the Lessor Equity Interest (which payment shall be distributed to each of the B Percentage Lease Participants according to its B Percentage Share thereof), (ii) second, to the remaining Unrecovered Lessor Investments attributable to the Lessor Equity Interest (which shall be retained by the Lessor), and (iii) third, any remaining net proceeds shall be applied in accordance with 3.05 (a) in the same manner as if the Final Rent Payment had been made, and in such circumstances, the Company shall remain liable for any deficiency in such remaining net proceeds to pay such amounts described in Section 3.05(a).