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 (Fourth Mezzanine) in such order or preference as Mezzanine Lender shall determine in its reasonable discretion; (c) Third, the excess, if any, 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 (Fourth 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 distributed to the deposited in 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 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 (Fourth 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 DocumentsDocuments (Junior Tier 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 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 (Junior Tier 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 (Fourth 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 distributed returned to the Mezzanine BorrowerBorrower or to such 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 (First 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 (First 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 (Fourth First 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 distributed deposited (i) in the Second Mezzanine Account for application under the Second Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan, to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (iii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (v) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, and the Fifth Mezzanine Loan, to the Mezzanine BorrowerBorrower or to such 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 (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 (Fourth 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 distributed to deposited in the Junior Mezzanine BorrowerAccount for application under the Junior Mezzanine Loan Documents.

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 (Fourth 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 distributed returned to the Mezzanine BorrowerBorrower or to such 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 (Third 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 (Third 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 (Fourth Third 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 distributed deposited (i) to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (ii) after repayment of the Fourth Mezzanine Loan, provided that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (iii) after repayment of the Fourth Mezzanine Loan and the Fifth Mezzanine Loan, to the Mezzanine BorrowerBorrower or to such 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 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 (Fourth 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 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 (Fourth 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 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 (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 (Fourth 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 distributed to deposited in the Intermediate Mezzanine BorrowerAccount for application under the Intermediate Mezzanine Loan Documents.

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 (Fourth 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 (Fourth 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 (Fourth 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 distributed deposited (i) provided that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (ii) after repayment of the Fourth Mezzanine Loan and the Fifth Mezzanine Loan, to the Mezzanine BorrowerBorrower or to such 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 (Second 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 (Second 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 (Fourth 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 distributed deposited (i) to the Third Mezzanine Account for application under the Third Mezzanine Loan Documents, or (ii) after repayment of the Second Mezzanine Loan and the Third Mezzanine Loan, to the Fourth Mezzanine Account for application under the Fourth Mezzanine Loan Documents, or (iii) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, and the Fourth Mezzanine Loan, provided 102 that Fifth Mezzanine Lender has funded the Fifth Mezzanine Loan on or before the Outside Date, to the Fifth Mezzanine Account for application under the Fifth Mezzanine Loan Documents, or (iv) after repayment of the Second Mezzanine Loan, the Third Mezzanine Loan, the Fourth Mezzanine Loan, and the Fifth Mezzanine Loan, to the Mezzanine BorrowerBorrower or to such other Persons as are entitled thereto.