Common use of Distribution of Payments After Event of Default Clause in Contracts

Distribution of Payments After Event of Default. All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default exists, including under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursed) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) in the case of a sale of the Property, in the order set ----- forth in Section 3.14; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion Date, in the order of priority set forth in the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranche; and fourth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.

Distribution of Payments After Event of Default. (a) All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default exists, including under the Guarantee, the Deed of Trust or the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement Agreement, and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or CondemnationCondemnation during the continuation of an Event of Default, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII Section 17 of the Lease, shall, if ----------------------- received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Operative Documents shall be distributed on the date received in the funds so received) in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not ------------------------- previously reimbursed) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) ; third, in the case of a sale of the Property, in the order set receipt of Cash ----- forth in Section 3.14; (ii) in the case Collateral or application of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion DateCash Collateral, in the order of priority set forth in Section 3.15; ------------ fourth, to the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required Tranche B Participants for application to pay in full ------ the Participant Tranche B Participation Interest Balance of each Tranche B Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Tranche B Participants without priority of one Tranche B Participant over the other in the order proportion that each Tranche B Participant's Tranche B Participation Interest Balance bears to the aggregate Tranche B Participation Interest Balances of priority set forth in Section 3.12(c)(i)all Tranche B Participants: fifth, to the Tranche C Participants for application to redeem the ----- Tranche C Participation Interest Balance of each Tranche C Participant, and in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) so distributed shall be ------------ insufficient to fully redeem as aforesaid, then pro rata among the Tranche C Participants without priority of one Tranche C Participant over the other in the proportion that each Tranche C Participant's Tranche C Participation Interest Balance bears to the aggregate Tranche C Participation Interest Balances of all Tranche C Participants; sixth, to the Tranche A Participants for application to pay in full ----- the Tranche A Participation Interest Balance of each Tranche A Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata within a among the Tranche A Participants without priority of any --- ---- one Tranche A Participant over the other in the proportion that each Tranche A Participant's Tranche A Participation Interest in such Balance bears to the aggregate Tranche over any other A Participation Interest within such TrancheBalances of all Tranche A Participants; and fourthseventh, the balance, if any, of such payment or amounts remaining ------ ------- thereafter shall be promptly distributed to, or as directed by, the Lessee.

Distribution of Payments After Event of Default. (a) All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default exists, including under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement Guarantee and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII Section 17 of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Operative Documents shall be distributed on the date received in the funds so received) in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursed) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) in the case of a sale of the Property, in the order set ----- forth in Section 3.14; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion Date, in the order of priority set forth in the applicable provisions of Section 3.13; 3.14 and (iiiii) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where that the amount amounts so distributed shall be insufficient to pay in full as aforesaid, then in pro rata among the order Participants without priority of priority set forth in Section 3.12(c)(i)one over the other, in the case proportion that the Participant Balance of each bears to the Land ------------------ Interest, or Section 3.12(c)(ii), in aggregate Participant Balances of all the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such TrancheParticipants; and fourth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.

Distribution of Payments After Event of Default. All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default exists, including exists (except under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement and Agreement), including proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursedreimbursed or not paid in accordance with Section 3.22) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; ; third, (i) in the case of a sale of the Property, in the order set ----- forth in Section 3.14; 3.14 (ii) in the case other than any payment of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value paid by the Lessee in connection with a remarketing or return sale of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion DateProperty, which payment shall be distributed in the order of priority set forth in the applicable provisions of Section 3.13; ), and (iiiii) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements3.12; and in ------------------- any case where the amount of any such payment in this clause (iiiii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranche; and fourth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.

Distribution of Payments After Event of Default. Except as otherwise provided in Section 10.5: (a) All ----------------------------------------------- payments received and amounts realized by the Lessor or and the Agent Agents after the Lease shall have been declared in default in accordance with Article XVII of the Lease following an Event of Default existsshall be continuing, including under as well as all payments or amounts then held or thereafter received (other than Excluded Amounts) by the Cash Collateral Agreement Lessor and the Agents while such Event of Default shall be continuing, shall be remitted to Administrative Agent, and forthwith distributed, in each case, with respect to which the Lessor, the Agents or the Minimum Cash Balance Collateral Agreement Rent Assignees shall have the right to receive and proceeds from the sale of any of the Propertyapply such amounts, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent in the following order of priority: : (i) first, so much of such payment payments or amount amounts as shall be required to ----- reimburse the Lessor or Agents for services in their capacities as such as provided in the Agent Operative Documents for any tax, expense Tax or other loss Claim incurred by the Lessor or the Agent such Persons (including, to the extent not previously reimbursed, those reimbursed and to the extent incurred in connection with any their administrative duties of under the Agent Operative Documents duties as the AgentAgents) and any such unpaid ongoing administrative fees of the Lessor and the Agent owing to such Persons shall be distributed to each of them for its own account; retained by the Person due such amounts; (ii) second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants Rent Assignees or Lessor for payments made by them to the Lessor pursuant to Section 18.1 this Agreement or other Operative Documents in connection with such Event of the Lease Default (to the extent not previously reimbursed) ), excluding payments in respect of Yield, Rent Assignee Advance or Lessor Investment and any such unpaid payments or amounts owing to pay such then existing Rent Assignees or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Lessor shall be distributed to each such Participant Rent Assignee or Lessor, pro rata, without priority of one over the other other, in accordance with proportion to the amount of such payment or payments payable to each such PersonRent Assignee and Lessor; (iiii) third, the balance of such payments and amounts shall be distributed to the Rent Assignees and the Lessor, pro rata, without priority of one such Person over the other, with the Rent Assignees to be paid in accordance with such Rent Assignee’s Commitment Percentage and the remainder to be paid to the Lessor until payment in full of the outstanding principal amount with respect to the Rent Assignee Advances and the Lessor Investment together with all accrued and unpaid Yield thereon and all other amounts payable to the Rent Assignees and the Lessor under the Operative Documents; (iv) fourth, so much of the remainder thereof provision for the application of which is contained in the case of a sale Lease or any of the Property, Operative Documents shall be applied and distributed in accordance with the order set ----- forth in Section 3.14; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) terms of the Lease prior to the Completion Date, in the order of priority set forth in the applicable provisions of Section 3.13or such Operative Document; and and (iiiv) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranche; and fourthfifth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, paid to the Lessee or such other Person as directed by, the LesseeLessee may designate in writing.

Distribution of Payments After Event of Default. (a) All ----------------------------------------------- payments received payments, proceeds and amounts received and/or realized by the Lessor or and the Agent Agents after an Event of Default exists, including under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority Lease shall have been declared in connection with any Casualty or Condemnation, or from Lessee as payment default in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the LeaseLease following and during the continuance of an Event of Default, shallas well as all payments or amounts then held or thereafter received (other than Excluded Amounts (with the exception of Lessor’s Gain, if received which will be applied from such payment and amounts in accordance with Section 10.6 hereof prior to their application below)) by the Lessor and the Agents while such Event of Default shall be continuing, shall be remitted to the Administrative Agent, and forthwith distributed, in each case, with respect to which the Lessor, be paid the Agents or the Rent Assignees shall have the right to the Agent as promptly as possible receive and shall be distributed by the Agent apply such amounts, in the following order of priority: : (i) first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any taxpayments, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments proceeds or amounts as shall be required to ------ reimburse the Agents for services in their capacities as such as provided in the Operative Documents for any Tax or other Claim incurred by such Persons (to the extent not previously reimbursed and to the extent incurred in connection with their administrative duties under the Operative Documents duties as Agents) and any such unpaid ongoing administrative fees owing to such Persons shall be retained by the Person due such amounts; (ii) second, so much of such payments, proceeds or amounts as shall be required to reimburse the then existing or prior Participants Rent Assignees or the Lessor for payments made by them to the Lessor pursuant to Section 18.1 this Agreement or other Operative Documents in connection with such Event of the Lease Default (to the extent not previously reimbursed) ), excluding payments in respect of Yield or Lease Balance and any such unpaid payments or amounts owing to pay such then existing Rent Assignees or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Lessor shall be distributed to each such Participant Rent Assignee or the Lessor, pro rata, without priority of one over the other other, in accordance with proportion to the amount of such payment or payments payable to each such PersonRent Assignee and the Lessor; (iiii) in third, the case balance of a sale of the Propertysuch payments, in the order set ----- forth in Section 3.14; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior proceeds and/or amounts shall be distributed to the Completion Date, in Rent Assignees and the order of priority set forth in Lessor solely with respect to the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Lessor Retained Interest, or Section 3.12(c)(ii)pro rata, in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest one such Person over the other, with such Participants to be paid in accordance with their Guaranteed Commitment Percentage of all accrued and unpaid Yield due on the outstanding Rent Assignment Advances and on the outstanding Lessor Retained Interest, as applicable, until payment in full; BUSINESS.29620189.12 (iv) fourth, the balance of such Tranche payments, proceeds and/or amounts shall be distributed to the Rent Assignees and the Lessor, pro rata, without priority of one such Person over the other, with such Participants to be paid in accordance with their Commitment Percentage until payment in full (x) to the Rent Assignees, of the outstanding Rent Assignment Advances, and (y) to the Lessor, of the outstanding Lessor Retained Interest, Lessor Investment and Lessor’s Gain; (v) fifth, the balance thereof shall be distributed to the Rent Assignees and the Lessor, pro rata, without priority of one such Person over the other, with respect to all other amounts payable to the Rent Assignees and the Lessor under the Operative Documents; (vi) sixth, the balance thereof shall be distributed to any other Participation Interest within Indemnitee, pro rata, without priority of one such TranchePerson over the other, with respect to all other amounts payable to such Person under the Operative Documents; and fourthand (vii) seventh, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, paid to the Lessee or such other Person as directed by, the LesseeLessee may designate in writing.

Distribution of Payments After Event of Default. All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default existsexists (except under the Deposit Agreements), including under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement Guarantee and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent in the following order of priority: (a) proceeds other than under the Guarantee shall be distributed: firstFIRST, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; secondSECOND, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursedreimbursed or not paid in accordance with SECTION 3.22) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) in the case of a sale of the Property, in the order set ----- forth in Section SECTION 3.14; (ii) in the case of the payment of any Expansion Improvements Residual ------------ Value Guarantee Amount Amount, Existing Facility and Tenant Improvements Lease Balance or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion Date, in the order of priority set forth in the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranche; and fourth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.Section

Distribution of Payments After Event of Default. (a) All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default exists, including under the Cash Collateral Agreement Guarantee or the Minimum Cash Balance Collateral Defeasance Deposit Agreement and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII Section 17 of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Operative Documents shall be distributed on the date received in the funds so received) in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursed) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; ; third, (i) in the case of a sale of the Property, in the order of priority set ----- forth in Section 3.14; , (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return application of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion DateDefeasance Deposit, in the order of priority set forth in the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required to pay in full the Participant Balance of each Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranche; and fourth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.of

Distribution of Payments After Event of Default. All ----------------------------------------------- payments received and amounts realized by During the Lessor or the Agent after continuance of an Event of Default existsand subject to clause (b) below, including under all proceeds received by the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement and proceeds Lessor from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or Condemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and Property shall be distributed by the Agent Lessor in the following order of priority: firstFirst, so much of such payment or amount as shall be required to ----- pay or reimburse the Lessor or and the Agent for any tax, expense fees, expense, indemnification or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of as the Agent Lessor or as the Agent) and any unpaid ongoing fees of the Lessor and the Agent ), shall be distributed to each of them the Lessor for its own accountaccount and that of the Agent in accordance with the amount of such payment or amount payable to such Person; secondSecond, so much of such payments or amounts as shall be required to ------ reimburse pay the then existing or prior Participants for payments made by them to Financing Parties and the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursed) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Agreements shall be distributed to each such Participant Financing Party and the Lessor without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) in the case of a sale of the Property; Third, in the order set ----- forth in Section 3.14; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion Date, in the order of priority set forth in the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required Lenders for application to pay in full the Participant Lease Balance Debt, pro rata among the Lenders without priority of one over the other in the proportion that the Lease Balance Debt of each Participantsuch Lender bears to the aggregate Lease Balance Debt of all Lenders and, and in the case where the amount amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Lenders without priority of one over the other in the order proportion that the Lease Balance Debt of priority set forth each such Lender bears to the aggregate Lease Balance Debt of all Lenders; Fourth, to the Lessor in Section 3.12(c)(i), in an amount equal to the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient aggregate Lease Balance Equity for application to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranchethe Lease Balance Equity; and fourthFifth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee. All payments received and amounts realized by the Lessor in connection with any Casualty or Condemnation during the continuance of an Event of Default shall be distributed by the Lessor as follows: in the event that the Lessor elects to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation, then such amounts shall be distributed to the Lessee; and in the event that the Lessor elects to apply all or a portion of such amounts to the purchase price of the Property, then such amounts shall be distributed in accordance with clause (a) above.

Distribution of Payments After Event of Default. (a) All ----------------------------------------------- payments received payments, proceeds and amounts received and/or realized by the Lessor or and the Agent Agents after an Event of Default exists, including under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority Lease shall have been declared in connection with any Casualty or Condemnation, or from Lessee as payment default in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII of the LeaseLease following and during the continuance of an Event of Default, shallas well as all payments or amounts then held or thereafter received (other than Excluded Amounts (with the exception of Lessor’s Gain, if received which will be applied from such payment and amounts in accordance with Section 10.6 hereof prior to their application below)) by the Lessor and the Agents while such Event of Default shall be continuing, shall be remitted to the Administrative Agent, and forthwith distributed, in each case, with respect to which the Lessor, be paid the Agents or the Rent Assignees shall have the right to the Agent as promptly as possible receive and shall be distributed by the Agent apply such amounts, in the following order of priority: (i) first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any taxpayments, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments proceeds or amounts as shall be required to ------ reimburse the Agents for services in their capacities as such as provided in the Operative Documents for any Tax or other Claim incurred by such Persons (to the extent not previously reimbursed and to the extent incurred in connection with their administrative duties under the Operative Documents duties as Agents) and any such unpaid ongoing administrative fees owing to such Persons shall be retained by the Person due such amounts; (ii) second, so much of such payments, proceeds or amounts as shall be required to reimburse the then existing or prior Participants Rent Assignees or the Lessor for payments made by them to the Lessor pursuant to Section 18.1 this Agreement or other Operative Documents in connection with such Event of the Lease Default (to the extent not previously reimbursed) ), excluding payments in respect of Yield or Lease Balance and any such unpaid payments or amounts owing to pay such then existing Rent Assignees or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Lessor shall be distributed to each such Participant Rent Assignee or the Lessor, pro rata, without priority of one over the other other, in accordance with proportion to the amount of such payment or payments payable to each such Person; (i) in Rent Assignee and the case of a sale of the Property, in the order set ----- forth in Section 3.14Lessor; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion Date, in the order of priority set forth in the applicable provisions of Section 3.13; and (iii) in all other casesthird, so ------------ much the balance of such amount as payments, proceeds and/or amounts shall be required distributed to pay in full the Participant Balance of each Participant, Rent Assignees and in the case where Lessor solely with respect to the amount so distributed shall be insufficient to pay in full as aforesaid, then in the order of priority set forth in Section 3.12(c)(i), in the case of the Land ------------------ Lessor Retained Interest, or Section 3.12(c)(ii)pro rata, in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall be ------------ insufficient to pay in full as aforesaid, then pro rata within a Tranche without priority of any --- ---- Participation Interest one such Person over the other, with such Participants to be paid in such Tranche over any other Participation Interest within such Tranche; accordance with their Guaranteed Commitment Percentage of all accrued and fourthunpaid Yield due on the outstanding Rent Assignment Advances and on the outstanding Lessor Retained Interest, the balanceas applicable, if any, of such until payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.in full;

Distribution of Payments After Event of Default. (a) All ----------------------------------------------- payments received and amounts realized by the Lessor or the Agent after an Event of Default exists, including under the Guarantee, the Deed of Trust or the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement Agreement, and proceeds from the sale of any of the Property, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty or CondemnationCondemnation during the continuation of an Event of Default, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII Section 17 of the Lease, shall, if received by Lessor, be paid to the Agent as promptly as possible and shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Operative Documents shall be distributed on the date received in the funds so received) in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Lessor or the Agent for any tax, expense or other loss incurred by the Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties of the Agent as the Agent) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (to the extent not previously reimbursed) and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) ; third, in the case of a sale of the Property, in the order set ----- forth in Section 3.14; (ii) in the case receipt of Cash Collateral or application of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior to the Completion DateCash Collateral, in the order of priority set forth in Section 3.15; fourth, to the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required Tranche B Participants for application to pay in full the Participant Tranche B Participation Interest Balance of each Tranche B Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Tranche B Participants without priority of one Tranche B Participant over the other in the order proportion that each Tranche B Participant's Tranche B Participation Interest Balance bears to the aggregate Tranche B Participation Interest Balances of priority set forth in Section 3.12(c)(i)all Tranche B Participants: fifth, to the Tranche C Participants for application to redeem the Tranche C Participation Interest Balance of each Tranche C Participant, and in the case of the Land ------------------ Interest, or Section 3.12(c)(ii), in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) so distributed shall be ------------ insufficient to fully redeem as aforesaid, then pro rata among the Tranche C Participants without priority of one Tranche C Participant over the other in the proportion that each Tranche C Participant's Tranche C Participation Interest Balance bears to the aggregate Tranche C Participation Interest Balances of all Tranche C Participants; sixth, to the Tranche A Participants for application to pay in full the Tranche A Participation Interest Balance of each Tranche A Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata within a among the Tranche A Participants without priority of any --- ---- one Tranche A Participant over the other in the proportion that each Tranche A Participant's Tranche A Participation Interest in such Balance bears to the aggregate Tranche over any other A Participation Interest within such TrancheBalances of all Tranche A Participants; and fourthseventh, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, the Lessee.

Distribution of Payments After Event of Default. All ----------------------------------------------- Notwithstanding any other provision of this Section 13, all payments received (other than amounts distributable pursuant to Section 13.6 or 13.7) received, and amounts realized by by, the CP Administrative Agent, the Collateral Agent, Agent Bank, SPC or Lessor or the Agent after an Event of Default existshas occurred and is continuing, including under the Cash Collateral Agreement or the Minimum Cash Balance Collateral Agreement and proceeds Gross Proceeds from the sale of any of the PropertyProperty Interest or other collateral, proceeds of any amounts from any insurer or any Governmental Authority in connection with any Casualty loss, casualty or Condemnationcondemnation, or from Lessee as payment in accordance with the Lease, including any payment received from Lessee pursuant to Article XVII Section 10 of the LeaseLease or from the Guarantor under the Guarantee, shall, if received by Lessor, shall be immediately paid to the Collateral Agent as promptly as possible and shall be immediately distributed by the Collateral Agent (which shall forego deposit of such payments into the Funding Account), together with any amounts withdrawn from the Funding Account, in the following order of priority: first, so much of such payment or amount as shall be required to ----- reimburse the Collateral Agent, Agent Bank, the Securities Intermediary, the CP Administrative Agent, SPC, Trustee, Trust Company, the Banks or Lessor or the Agent for any tax, expense or other loss incurred by the Collateral Agent, Agent Bank, the Securities Intermediary, the CP Administrative Agent, SPC, Trustee, Trust Company, the Banks or Lessor or the Agent (including, to the extent not previously reimbursed, those incurred in connection with any duties the collection of such amounts (to the Agent as extent reimbursable under the AgentOperative Agreements and not previously reimbursed) and any unpaid ongoing fees of the Lessor and the Agent shall be distributed to each of them for its own account; second, so much of the applicable party (to be divided among such payments or amounts as shall be required to ------ reimburse the then existing or prior Participants for payments made by them to the Lessor pursuant to Section 18.1 of the Lease (parties pro rata to the extent not previously reimbursed) insufficient to satisfy all claims), second, subject to the proviso below, to be deposited in the Commercial Paper Account to repay in full the interest and to pay such then existing or prior Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions principal of the Operative Documents all outstanding Commercial Paper (which amount shall be distributed allocated to each such Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; (i) in the case of a sale of the Property, in the order set ----- forth in Section 3.14; (ii) in the case of the payment of any Residual ------------ Value Guarantee Amount or Asset Termination Value in connection with a remarketing or return of the Property pursuant to Section 17.2(h) of the Lease prior SPC Loans and accrued interest thereon), third, subject to the Completion Dateproviso below, in the order of priority set forth in balance, if any, to the applicable provisions of Section 3.13; and (iii) in all other cases, so ------------ much of such amount as shall be required Banks to pay in full the Participant Balance of each ParticipantBank's Facility Loans, and accrued interest thereon, and in the case where that the amount to be so distributed shall be insufficient to pay in full as aforesaid, then such amount shall be distributed pro rata among the Banks without priority of one Bank over the other in the order proportion that each such Bank's Facility Loans bear to the aggregate Facility Loans of priority set forth in Section 3.12(c)(iall of such Banks (which amount shall be allocated to the payment of the SPC Loans and accrued interest thereon), in fourth, the case of the Land ------------------ Interestbalance, or Section 3.12(c)(ii)if any, in the case of the Improvements; and in ------------------- any case where the amount of any such payment in this clause (iii) shall to be ------------ insufficient distributed to each Investor to pay in full as aforesaidthe Investor Contributions and accrued Investor Yield thereon, then pro rata within a Tranche without priority of any --- ---- Participation Interest in such Tranche over any other Participation Interest within such Tranche; and fourthfifth, the balance, if any, of such payment or amounts remaining ------ thereafter shall be promptly distributed to, or as directed by, Lessor pursuant to the Operative Agreements, to other obligations of Lessee, Lessor or SPC under the Operative Agreements, and sixth, the balance, if any, to be distributed to Lessee, to the extent permitted under Section 13.10; provided, that, notwithstanding anything set forth in clauses second and third above, if the Banks would not be obligated to make Refunding Loans under the Backup Facility Agreement at the time any distribution is being made under this Section 13.8, then the amounts to be distributed pursuant to such clauses second and third shall instead be distributed pro rata to (i) the Commercial Paper Account to repay in full the Face Amount of all outstanding Commercial Paper (which amount shall be allocated to the payment of the SPC Loans and accrued interest thereon), and (ii) to the Banks to pay in full each Bank's Facility Loans, and accrued interest thereon (and in the case that the amount to be so distributed shall be insufficient to pay in full as aforesaid, then such amount shall be distributed pro rata among the Banks without priority of one Bank over the other in the proportion that each such Bank's Facility Loans bear to the aggregate Facility Loans of all of such Banks) (which amount shall be allocated to the payment of the SPC Loans and accrued interest thereon), without priority of payments under clause (i) or (ii) over the other, in the case of clause (i), in the proportion that the aggregate Face Amount of outstanding Commercial Paper bears to the aggregate amount of outstanding Commercial Paper plus the aggregate Face Amount of Facility Loans and accrued interest thereon, and in the case of clause (ii), in the proportion that the aggregate amount of outstanding Facility Loans and accrued interest thereon bears to the aggregate Face Amount of outstanding Commercial Paper plus the aggregate amount of Facility Loans and accrued interest thereon.