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 Mezzanine Loan 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 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 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 reasonable discretion; (c) Third, the excess, if any, shall be deposited in the Third Mezzanine Account for distribution or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower.

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, 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 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 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 reasonable discretion; (c) Third, the excess, if any, shall be deposited in the Second Mezzanine Account for distribution or application under the Second Mezzanine Loan Documents, or if the Second Mezzanine Loan has been repaid, shall be deposited in the Third Mezzanine Account for distribution or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower.

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, 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-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 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 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 reasonable discretion; (c) Third, the excess, if any, shall be deposited in the Third Mezzanine Account for distribution or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower.

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 DocumentsDocuments (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 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 (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 reasonable sole and absolute discretion; (c) Third, the excess, if any, shall be deposited in the Third Mezzanine Account for distribution or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower’s Account.

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 DocumentsDocuments (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 reasonable, out-of-pocket costs, expenses, disbursements costs and losses expenses 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 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 Mezzanine Loan Documents (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 reasonable sole and absolute discretion; (c) Third, the excess, if any, shall be deposited in the Third returned to Mezzanine Account for distribution Borrower or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrowersuch 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 DocumentsDocuments (Junior 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 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 (Junior 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 Junior Mezzanine) in such order or preference as Mezzanine Lender shall determine in its reasonable sole and absolute discretion; (c) Third, the excess, if any, shall be deposited in the Third returned to Mezzanine Account for distribution Borrower or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrowersuch 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, 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 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 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 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 reasonable sole and absolute discretion; (c) Third, the excess, if any, shall be deposited in the Third returned to Mezzanine Account for distribution Borrower or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrowersuch 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 DocumentsDocuments (Senior 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 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 (Senior 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 Senior Mezzanine) in such order or preference as Mezzanine Lender shall determine in its reasonable sole and absolute discretion; (c) Third, the excess, if any, shall be deposited in the Third Intermediate Mezzanine Account for distribution or application under the Third Intermediate Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower.

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, 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 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 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 reasonable discretion; (c) Third, the excess, if any, shall be deposited in the Third Mezzanine Account for distribution or application under the Third Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documentsdocuments, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower.

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 DocumentsDocuments (Intermediate 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 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 (Intermediate 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 Intermediate Mezzanine) in such order or preference as Mezzanine Lender shall determine in its reasonable sole and absolute discretion; (c) Third, the excess, if any, shall be deposited in the Third Junior Mezzanine Account for distribution or application under the Third Junior Mezzanine Loan Documents, or if the Third Mezzanine Loan has been repaid, shall be deposited in the Fourth Mezzanine Account for distribution or application under the Fourth Mezzanine Loan Documents, or if the Fourth Mezzanine Loan has been repaid, shall be distributed to the Mezzanine Borrower.