Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A. (b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default shall, if received by the Participation Agent, be distributed by the Participation Agent in the following order of priority: first, so much of such payment or amount as shall be required to reimburse the Lessor for any tax, expense or other loss incurred by the Lessor (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor shall be distributed to the Lessor for its own account; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor the amounts payable to them by Lessee 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, to the Lenders and the Lessor pro rata in accordance with, and for application to, the Participant Balance of each Lender and the Lessor; and fourth, after payment in full of the Participant Balance of each Lender and the Lessor and all other amounts due and owing to any Lender or the Lessor, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee. (c) During the occurrence and continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A shall be distributed as provided for clauses (a) and (b) above.
Appears in 1 contract
Samples: Loan Agreement (Lam Research Corp)
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during During the continuance of a Lease Event of Default shalland subject to clause (b) below, if received by all proceeds from the Participation Agent, sale of the Property shall be distributed by the Participation Agent Indenture Trustee in the following order of priority: first, so much of such payment or amount as shall be required to pay or reimburse the Lessor Indenture Trustee for any tax, expense fees, expense, indemnification or other loss incurred by the Lessor Indenture Trustee (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor Indenture Trustee), shall be distributed to the Lessor for its own accountIndenture Trustee; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor Participants the amounts payable to them by Lessee 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, to the Lenders Participants for application to pay in full the Note Balance and the Lessor Balance, pro rata among the Participants without priority of one over the other in accordance with, and for application to, the proportion that the Participant Balance of each Lender and such Participant bears to the Lessor; and fourthaggregate Participant Balances of all Participants and, after payment in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Purchasers without priority of one over the other in the proportion that the Participant Balance of each Lender such Purchaser bears to the aggregate Participant Balances of all Purchasers; fourth, to the Participants and the Lessor and all Indenture Trustee for any other amounts due payable to them under the Operative Documents, pro rata based on the amounts payable; and owing to any Lender or the Lessorfifth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(b) All payments received and amounts realized by the Indenture Trustee in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default shall be distributed by the Indenture Trustee as follows:
(i) in the event that the Indenture Trustee (acting at the direction of the Required Participants) elects to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.2 of the Master Lease, then such amounts shall be distributed to the Lessee, and
(ii) in the event that the Indenture Trustee (acting at the direction of the Required Participants) elects to apply all or a portion of such amounts to the purchase price of the Property in accordance with Section 14.2 and Article XV of the Master Lease, then such amounts shall be distributed in accordance with Section 7.6(a).
(c) During All amounts (other than amounts described in clause (a) or (b) above) received by the occurrence and Indenture Trustee during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A shall be distributed as provided for clauses (a) and (b) aboveby the Indenture Trustee in accordance with Section 7.6(a).
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default Default, shall, if received by the Participation Agentexcept as provided in SECTION 7.6, be distributed by the Participation Agent in the following order of priority: firstFIRST, so much of such payment or amount as shall be required to reimburse the Lessor Agent for any tax, expense or other loss incurred by the Lessor Agent (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor Agent), shall be distributed to the Lessor Agent for its own account; secondSECOND, so much of such payments or amounts as shall be required to pay the Agent the amounts payable to it pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to the Agent; THIRD, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor the amounts payable to them by Lessee pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant Lender and Lessor without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person: third; FOURTH, to the Lenders and Lessor to pay in full the Lessor pro rata Balance then to the Lenders to pay in accordance with, and for application to, the Participant Balance of each Lender and the Lessorfull any outstanding Loan Balance; and fourth, after payment in full of the Participant Balance of each Lender and the Lessor and all other amounts due and owing to any Lender or the LessorFIFTH, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(cb) During All payments received and amounts realized by the occurrence and Agent in connection with any Condemnation during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A Default shall be distributed by the Agent as provided follows:
(i) in the event that Lessor and the Agent elect to pay all or a portion of such amounts to the Lessee for clauses the repair of damage caused by such Condemnation in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed to the Lessee, and
(ii) in the event that the Lessor and the Agent elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.1(a) and Article XV of the Master Lease, then such amounts shall be distributed in accordance with CLAUSE (a) and (b) above).
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during During the continuance of a Lease Event of Default shalland subject to clause (b) below, if received by all proceeds from the Participation Agent, sale of the Property shall be distributed by the Participation Administrative Agent in the following order of priority: first, so much of such payment or amount as shall be required to pay or reimburse the Lessor Administrative Agent and the Agent Certificate Holder for any tax, expense fees, expense, indemnification or other loss incurred by the Lessor Administrative Agent or the Agent Certificate Holder (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of Administrative Agent or Agent Certificate Holder, as the Lessor case may be), shall be distributed to the Lessor Administrative Agent and the Agent Certificate Holder without priority of one over the other for its their own accountaccounts in accordance with the amount of such payment or amount payable to such Person; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor Certificate Holders the amounts payable to them by Lessee pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant Lender and Certificate Holder without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person: ; third, to the Lenders and Certificate Holders in an amount equal to the Lessor pro rata in accordance with, and aggregate Certificate Holder Balance minus the Equity Amount shall be distributed to the Certificate Holders for application to, to the Participant Balance of each Lender and Certificate Holder, pro rata among the Lessor; and fourth, after payment Certificate Holders without priority of one over the other in full of the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balances of all Certificate Holders and, in the case where amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balances of all Certificate Holders; fourth, to the Lenders for application to pay in full the Loan Balance, pro rata among the Lenders without priority of one over the other in the proportion that the Participant Balance of each such Lender and bears to the Lessor and aggregate Participant Balances of all Lenders and, in the case where the 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 amounts due and owing in the proportion that the Participant Balance of each such Lender bears to any Lender or the Lessoraggregate Participant Balances of all Lenders; fifth, an amount equal to the Equity Amount shall be distributed to the Certificate Holders for application to pay in full the Participant Balance of each Certificate Holder, pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balance of all Certificate Holders; sixth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee Agent.
(b) All payments received and amounts realized by the Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default shall be distributed by the Administrative Agent as follows:
(i) in the event that the Agent Certificate Holder (at the direction of the Certificate Holders) and the Administrative Agent elect to pay all or a portion of such amounts to the appropriate Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed to the Lessee, and
(ii) in the event that the Agent Certificate Holder (at the direction of the Certificate Holders) and the Administrative Agent elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.1(a) and Article XV of the Master Lease, then such amounts shall be distributed in accordance with clause (a).
(c) During the occurrence and continuance of a Lease Event of DefaultDefault during which recourse is limited by Section 26.11 of the Master Lease and Section 15.16 of this Participation Agreement, all payments received and amounts (other than Excepted Payments) received or realized with respect to the relevant Properties by the Participation Administrative Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A shall be distributed by the Administrative Agent as provided follows: first, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Agent Certificate Holder for clauses any tax, fees, expense, indemnification or other loss incurred by the Administrative Agent or the Agent Certificate Holder (a) to the extent incurred in connection with any duties as the Administrative Agent or Agent Certificate Holder, as the case may be), shall be distributed to the Administrative Agent and (b) abovethe Agent Certificate Holder without priority of one over the other for their own accounts in accordance with the amount of such payment or amount payable to such Person; second, so much of such payments or amounts as shall be required to pay the Lenders and the Certificate Holders the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Lender and Certificate Holder without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; third, to the Lenders for application to pay in full the Loan Balance, pro rata among the Lenders without priority of one over the other in the proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders and, in the case where the 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 proportion that the Participant Balance of each such Lenders bears to the aggregate Participant Balances of all Lenders; fourth, to the Certificate Holders in an amount equal to the aggregate Certificate Holder Balance minus the Equity Amount shall be distributed to the Certificate Holders for application to the Participant Balance of each Lessor, pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balances of all Certificate Holders and, in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balances of all Certificate Holders; fifth, an amount equal to the Equity Amount shall be distributed to the Certificate Holders for application to pay in full the Participant Balance of each Certificate Holder, pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balance of all Certificate Holders; sixth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee Agent.
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default Default, shall, if received by the Participation Agentexcept as provided in Section 7.6, be distributed by the Participation Agent in the following order of priority: first, so much of such payment or amount as shall be required to reimburse the Lessor Agent for any tax, expense or other loss incurred by the Lessor Agent (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor Agent), shall be distributed to the Lessor Agent for its own account; second, so much of such payments or amounts as shall be required to pay the Agent the amounts payable to it pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to the Agent; Participation Agreement third, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor the amounts payable to them by Lessee pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant Lender and Lessor without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person: third; fourth, to the Lenders and Lessor to pay in full the Lessor pro rata Balance then to the Lenders to pay in accordance with, and for application to, the Participant Balance of each Lender and the Lessorfull any outstanding Loan Balance; and fourth, after payment in full of the Participant Balance of each Lender and the Lessor and all other amounts due and owing to any Lender or the Lessorfifth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(cb) During All payments received and amounts realized by the occurrence and Agent in connection with any Condemnation during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A Default shall be distributed by the Agent as provided follows:
(i) in the event that Lessor and the Agent elect to pay all or a portion of such amounts to the Lessee for clauses the repair of damage caused by such Condemnation in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed to the Lessee, and
(ii) in the event that the Lessor and the Agent elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.1(a) and Article XV of the Master Lease, then such amounts shall be distributed in accordance with clause (a) and (b) above).
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during During the continuance of a Lease Event of Default shalland subject to clause (b) below, if received by all proceeds from the Xxx Research Corporation Participation Agent, Agreement sale of the Properties shall be distributed by the Participation Administrative Agent in the following order of priority: first, so much of such payment or amount as shall be required to pay or reimburse the Lessor Administrative Agent for any tax, expense fees, expense, indemnification or other loss incurred by the Lessor Administrative Agent (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor Administrative Agent), shall be distributed to the Lessor for its own accountAdministrative Agent; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor Participants the amounts payable to them by Lessee 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, to the Lenders and for application to pay in full the Lessor Loan Balance, pro rata among the Lenders without priority of one over the other in accordance with, and for application to, the proportion that the Participant Balance of each such Lender and bears to the Lessor; and fourthaggregate Participant Balances of all Lenders and, after payment in the case where the 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 proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders; fourth, an amount equal to the Lessor Balance shall be distributed to the Lessor for application to pay in full the Lessor Balance; fifth, to the Participants and the Lessor and all Administrative Agent for any other amounts due payable to them under the Operative Documents, pro rata based on the amounts payable; and owing to any Lender or the Lessorsixth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(b) All payments received and amounts realized by the Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default shall be distributed by the Administrative Agent as follows:
(i) in the event that the Lessor and the Administrative Agent elect to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.2 of the Master Lease, then such amounts shall be distributed to the Lessee, and
(ii) in the event that the Lessor and the Administrative Agent elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.2 and Article XV of the Master Lease, then such amounts shall be distributed in accordance with clause (a). Xxx Research Corporation Participation Agreement
(c) During All amounts (other than amounts described in clause (a) or (b) above) received by the occurrence and Administrative Agent during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by including, without limitation, the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A Cash Collateral, shall be distributed by the Administrative Agent as provided follows: first, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent for clauses any tax, fees, expense, indemnification or other loss incurred by the Administrative Agent (a) to the extent incurred in connection with any duties as the Administrative Agent), shall be distributed to the Administrative Agent; second, so much of such payments or amounts as shall be required to pay the Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Lender and (b) abovethe Lessor without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; third, to the Lenders for application to pay in full the Loan Balance, pro rata among the Lenders without priority of one over the other in the proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders and, in the case where the 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 proportion that the Participant Balance of each such Lenders bears to the aggregate Participant Balances of all Lenders; fourth, to the Lessor in an amount equal to the Lessor Balance shall be distributed to the Lessor for application to the Lessor Balance; fifth, to the Participants and the Administrative Agent for any other amounts payable to them under the Operative Documents, pro rata based on the amounts payable; and sixth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during During the continuance of a Lease Event of Default shalland subject to clause (b) below, if received by all proceeds from the Participation Agent, sale of the Property shall be distributed by the Participation Administrative Agent in the following order of priority: first, so much of such payment or amount as shall be required to pay or reimburse the Lessor Administrative Agent and the Agent Certificate Holder for any tax, expense fees, expense, indemnification or other loss incurred by the Lessor Administrative Agent or the Agent Certificate Holder (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of Administrative Agent or Agent Certificate Holder, as the Lessor case may be), shall be distributed to the Lessor Administrative Agent and the Agent Certificate Holder without priority of one over the other for its their own accountaccounts in accordance with the amount of such payment or amount payable to such Person; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor Certificate Holders the amounts payable to them by Lessee pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant Lender and Certificate Holder without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person: ; third, to the Lenders and for application to pay in full the Lessor Loan Balance, pro rata among the Lenders without priority of one over the other in accordance with, and for application to, the proportion that the Participant Balance of each such Lender and bears to the Lessor; and fourthaggregate Participant Balances of all Lenders and, after payment in the case where the 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 proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders; fourth, an amount equal to the aggregate Certificate Holder Balance shall be distributed to the Certificate Holders for application to pay in full the Participant Balance of each Certificate Holder, pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balance of all Certificate Holders and in the Lessor and case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Certificate Holders without priority of one over the other in the proportion that the Participant Balance of each such Certificate Holder bears to the aggregate Participant Balances of all other amounts due and owing to any Lender or the LessorCertificate Holders; fifth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(cb) During All payments received and amounts realized by the occurrence and Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of DefaultDefault shall be distributed by the Administrative Agent as follows:
(i) in the event that the Agent Certificate Holder (at the direction of the Certificate Holders) and the Administrative Agent elect to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.2 of the Master Lease, then such amounts shall be distributed to the Lessee, and
(ii) in the event that the Agent Certificate Holder (at the direction of the Certificate Holders) and the Administrative Agent elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.2 and Article XV of the Master Lease, then such amounts shall be distributed in accordance with clause (a); provided however, that if such Casualty or Condemnation is with respect to a Property during the Interim Lease Term for such Property and such Property is not the subject of an Event of Loss Purchase, then such amounts shall be distributed as set forth in Section 7.8(a).
(c) All amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A shall be distributed as provided for clauses amounts described in clause (a) and or (b) above.) received by the Administrative Agent during the continuance of a Lease Event of Default shall be distributed by the Administrative Agent as follows: first, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Agent Certificate Holder for any tax, fees, expense, indemnification or other loss incurred by the Administrative Agent or the Agent Certificate Holder (to the extent incurred in connection with any duties as the Administrative Agent or Agent Certificate Holder, as the case may be), shall be distributed to the Administrative Agent and the Agent Certificate Holder without priority of one over the other for their own accounts in accordance with the amount of such payment or amount payable to such Person; second, so much of such payments or amounts as shall be required to pay the Lenders and the Certificate Holders the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Lender and Certificate Holder without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; third, to the Lenders for application to pay in full the Loan Balance, pro rata among the Lenders without priority of one over the other in the proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders and, in the case where the 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 proportion that the Participant Balance of each such Lenders bears to the aggregate Participant Balances of all Lenders;
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received Prior to the payment in full of all obligations of the Company and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after Subsidiary Co-Borrowers owing to the occurrence Credit Facility Banks under the Credit Facility Documents and the permanent termination of a Lease Event all commitments of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation AgentCredit Facility Banks thereunder, including all amounts received by the Participation Collateral Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default shall(including without limitation all amounts received from any sale of any Property and all amounts realized in connection with any Casualty or Condemnation affecting any Property) shall be distributed in accordance with the provisions of Section 2.14 of the Intercreditor Agreement (and each party hereto hereby acknowledges and agrees that all such payments shall be distributed as aforesaid).
(b) After payment in full of all obligations of the Company and the Subsidiary Co-Borrowers owing to the Credit Facility Banks under the Credit Facility Documents and the permanent termination of all commitments of the Credit Facility Banks thereunder, all payments received and amounts realized by the Collateral Agent or the Lease Agent during the continuance of a Lease Event of Default shall be turned over to the Lease Agent (if received by the Participation Collateral Agent, be ) and distributed by the Participation Lease Agent as follows:
(x) All payments received and amounts realized in connection with any Casualty or Condemnation shall be distributed as follows:
(i) in the event that the Lease Agent, at the direction of the Required Participants, elects to pay all or a portion of such amounts to the applicable Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed to the applicable Lessee, and
(ii) in the event that the Lease Agent, at the direction of the Required Participants, elects to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed in accordance with clause (y).
(y) All other payments received and amounts realized shall be distributed in the following order of priority: first, so much of such payment or amount as shall be required to reimburse the Lessor Lease Agent for any tax, expense or other loss incurred by the Lessor Lease Agent (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the LessorLease Agent) and any unpaid ongoing fees of the Lessor Lease Agent shall be distributed to the Lessor Lease Agent for its own account; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor the amounts payable to them by Lessee 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, to the Lenders and the Lessor pro rata in accordance with, and for application to, the Participant Balance of each Lender and the Lessor; and fourth, after payment in full of the Participant Balance of each Lender and the Lessor and all other amounts due and owing to any Lender or the Lessor, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the LesseeCompany as agent for the Lessees.
(c) During the occurrence and continuance of a Lease Event of Default, all All amounts (other than Excepted Payments) received or realized by the Participation Collateral Agent or the Lease Agent and otherwise distributable pursuant to Sections 4.1A 7.1 and 4.2A 7.2 shall be distributed by the Collateral Agent or the Lease Agent, as provided for clauses (a) and (b) aboveapplicable, in accordance with this Section 7.7.
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received Notwithstanding Sections 7.1, 7.2 and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) 7.3 above) by the Participation Agent, including all amounts received by the Participation Lessor or the Administrative Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default Default, shall, if received by the Participation Agentexcept as provided in clause (b) below, be distributed by the Participation Agent in the following order of priority: first, so much of such payment or amount as shall be required to reimburse the Lessor Administrative Agent and the Participants for any taxTaxes, expense reasonable costs or expenses or other loss incurred by the Lessor Administrative Agent or any Participant (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Administrative Agent, Lessor or as a Participant), shall be distributed to the Lessor such Person for its own account; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders Administrative Agent and the Lessor Participants the amounts payable to them by Lessee pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Participant Persons without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person: ; third, to each Participant for application to all accrued and unpaid interest, Return and Yield then owing on such Participant’s Loans, Capital or Lessor Amounts, as the Lenders and case may be, pro rata among the Lessor Participants in accordance with the amount of such interest, Return or Yield payable to such Person; fourth, to each Lender that is not Lessee Party, pro rata in accordance withwith their respective Participant Balances, and for application toto pay in full all outstanding Loans owing to such Lenders; fifth, the to each Purchaser that is not Lessee Party, pro rata in accordance with their respective Participant Balance of Balances, for application to pay in full all outstanding Capital owing to such Purchasers; sixth, to each Lender that is a Lessee Party, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Loans owing to such Lenders; seventh, to each Purchaser that is a Lessee Party, pro rata in accordance with their respective Participant Balances, for application to pay in full all outstanding Capital owing to such Purchasers; eighth, to the Lessor for application to pay in full all outstanding Lessor Amounts; ninth, to the Participants and the Lessor; and fourth, after payment in full of the Participant Balance of each Lender and the Lessor and all Administrative Agent for any other amounts due payable to them under the Operative Documents, pro rata, based on the amounts payable and owing to any Lender or the Lessortenth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, to the Lessee.
(cb) During Notwithstanding clause (a) above, all payments received and amounts realized by the occurrence and Lessor or the Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A Default shall be distributed as provided follows:
(i) in the event that the Required Participants elect or are required to pay all or a portion of such amounts to the Lessee for clauses the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.3(a) of the Lease, then such amounts shall be distributed to the Lessee; and
(ii) in the event that the Required Participants elect or are required to apply all or a portion of such amounts to the purchase price of the Property in accordance with Section 14.3(a) and Article XV of the Lease, then such amounts shall be distributed in accordance with clause (a) and (b) above).
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during During the continuance of a Lease Event of Default shalland subject to clause (b) below, if received by all proceeds from the Participation Agent, sale of the Properties shall be distributed by the Participation Administrative Agent in the following order of priority: first, so much of such payment or amount as shall be required to pay or reimburse the Lessor Administrative Agent for any tax, expense fees, expense, indemnification or other loss incurred by the Lessor Administrative Agent (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor Administrative Agent), shall be distributed to the Lessor for its own accountAdministrative Agent; second, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor Participants the amounts payable to them by Lessee 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, to the Lenders and for application to pay in full the Lessor Loan Balance, pro rata among the Lenders without priority of one over the other in accordance with, and for application to, the proportion that the Participant Balance of each such Lender and bears to the Lessor; and fourthaggregate Participant Balances of all Lenders and, after payment in the case where the 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 proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders; fourth, an amount equal to the Lessor Balance shall be distributed to the Lessor for application to pay in full the Lessor Balance; fifth, to the Participants and the Lessor and all Administrative Agent for any other amounts due payable to them under the Operative Documents, pro rata based on the amounts payable; and owing to any Lender or the Lessorsixth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(b) All payments received and amounts realized by the Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default shall be distributed by the Administrative Agent as follows:
(i) in the event that the Lessor and the Administrative Agent elect to pay all or a portion of such amounts to the Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.2 of the Master Lease, then such amounts shall be distributed to the Lessee, and Xxx Research Corporation Participation Agreement
(ii) in the event that the Lessor and the Administrative Agent elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.2 and Article XV of the Master Lease, then such amounts shall be distributed in accordance with clause (a).
(c) During All amounts (other than amounts described in clause (a) or (b) above) received by the occurrence and Administrative Agent during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by including, without limitation, the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A Cash Collateral, shall be distributed by the Administrative Agent as provided follows: first, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent for clauses any tax, fees, expense, indemnification or other loss incurred by the Administrative Agent (a) to the extent incurred in connection with any duties as the Administrative Agent), shall be distributed to the Administrative Agent; second, so much of such payments or amounts as shall be required to pay the Participants the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Lender and (b) abovethe Lessor without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; third, to the Lenders for application to pay in full the Loan Balance, pro rata among the Lenders without priority of one over the other in the proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders and, in the case where the 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 proportion that the Participant Balance of each such Lenders bears to the aggregate Participant Balances of all Lenders; fourth, to the Lessor in an amount equal to the Lessor Balance shall be distributed to the Lessor for application to the Lessor Balance; fifth, to the Participants and the Administrative Agent for any other amounts payable to them under the Operative Documents, pro rata based on the amounts payable; and sixth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
Appears in 1 contract
Distribution of Payments after Lease Event of Default. (a) All amounts received by the Administrative Agent after the occurrence of a Lease Event of Default in connection with (i) any sale of all or any part of any one or more Properties or (ii) any subleases affecting the Properties or any rents, issues or profits accruing thereunder, shall be distributed by the Administrative Agent in the following order of priority: FIRST, so much of such payment or amount as shall be required to reimburse the Administrative Agent and the Lessor for any tax, expense or other loss incurred by the Lessor (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor), shall be distributed to the Lessor for its own account; SECOND, so much of such payments or amounts as shall be required to pay the then existing or prior Administrative Agent and Lessor the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents; THIRD, to the Lessor for application to pay in full the Participant Balance of the Lessor; and FOURTH, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents shall be distributed to each such Lender without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; FIFTH, to the Lenders for application to pay in full the Participant Balance of each Lender and, in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then PRO RATA among the Lenders without priority of one Lender over the other in the proportion that the Participant Balance of each such Lender bears to the aggregate Participant Balances of all Lenders; and SIXTH, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Company.
(b) All payments received and amounts realized by the Participation Administrative Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed by the Administrative Agent as follows:
(i) in the event that the Lessor elects to pay all or a portion of such amounts to the applicable Lessee for the repair of damage caused by such Casualty or Condemnation in accordance with Section 4.9A.14.1(a) of the Master Lease, then such amounts shall be distributed to the applicable Lessee, and
(bii) in the event that the Lessor elects to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be distributed in accordance with CLAUSE (A).
(c) All payments received and amounts realized (other than payments or amounts described in clause CLAUSE (aA) or (B) above) by the Participation Agent, including all amounts received by the Participation Administrative Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default shall, if received by the Participation Administrative Agent, be distributed by the Participation Administrative Agent in the following order of priority: firstFIRST, so much of such payment or amount as shall be required to reimburse the Lessor for any tax, expense or other loss incurred by the Lessor (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of the Lessor shall be distributed to the Lessor for its own account; secondSECOND, so much of such payments or amounts as shall be required to pay the then existing or prior Lenders and the Lessor the amounts payable to them by Lessee pursuant to any expense reimbursement -45- 100 Participation Agreement 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; THIRD, to the Lenders and the Lessor pro rata PRO RATA in accordance with, and for application to, the Participant Balance of each Lender and the Lessor; and fourthFOURTH, after payment in full of the Participant Balance of each Lender and the Lessor and all other amounts due and owing to any Lender or the Lessor, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the Lessee.
(cd) During the occurrence and continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Administrative Agent and otherwise distributable pursuant to Sections 4.1A SECTIONS 12.2 and 4.2A 12.3 shall be distributed as provided for clauses in CLAUSES (a), (b) and (bc) above.
Appears in 1 contract
Samples: Master Lease and Open End Mortgage (Cardinal Health Inc)
Distribution of Payments after Lease Event of Default. (a) All payments received and amounts realized by the Participation Agent in connection with any Casualty or -7- 40 Condemnation after the occurrence of a Lease Event of Default shall be distributed in accordance with Section 4.9A.
(b) All payments received and amounts realized (other than payments or amounts described in clause (a) above) by the Participation Agent, including all amounts received by the Participation Administrative Agent in connection with any sale of all or any part of any one or more Properties, after the occurrence and during the continuance of a Lease Event of Default Default, shall, if received by the Participation Agentexcept as provided in Section 7.6, be distributed by the Participation Administrative 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 Lenders for any tax, expense or other loss incurred by the Lessor or the Lenders (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Lessor) and any unpaid ongoing fees of Lessor or the Lessor Lenders), shall be distributed to the Lessor or the Lenders on a pro rata basis in accordance with the Lender Commitment Percentage for its their own account; second, so much of such payments or amounts as shall be required to ------ pay the then existing or prior Lenders and the Lessor Administrative Agent the amounts payable to them by Lessee it pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Documents, including, without limitation all amounts required to be paid pursuant to Articles IX and XIII, shall be distributed to each the ----------- ---- Administrative Agent for its own account; third, so much of such Participant payments or amounts as shall be required to pay ----- the Lenders and the Lessor the amounts payable to them pursuant to any expense reimbursement or indemnification provisions of the Operative Documents, including, without limitation all amounts required to be paid pursuant to Articles IX and XIII, shall be distributed to the Lenders on a pro rata basis in accordance with the Lender Commitment Percentage 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: third; fourth, subject to Section 4.3(c) and Section 7.12, to the Lenders and the Lessor on ------ -------------- ------------ a pro rata basis in accordance with, and for application to, with the Participant Balance of each Lender and the Lessor; and fourth, after payment Commitment Percentage to pay in full of the Participant Balance of each Lender and the Lessor and all other amounts due and owing to any Lender or the Lessoroutstanding Loan Balance; sixth, the balance, if any, of such payment or amounts remaining ----- thereafter shall be promptly distributed to, or as directed by, the Lessee.
(cb) During All payments received and amounts realized by the occurrence and Administrative Agent in connection with any Casualty or Condemnation during the continuance of a Lease Event of Default, all amounts (other than Excepted Payments) received or realized by the Participation Agent and otherwise distributable pursuant to Sections 4.1A and 4.2A Default shall be distributed by the Administrative Agent as provided follows:
(i) in the event that the Lessor and the Lenders elect to pay all or a portion of such amounts to the Lessee for clauses the repair of damage caused by such Casualty or Condemnation in accordance with Section 14.1(a) of the Master Lease, then such amounts shall be --------------- distributed to the Lessee, and
(ii) in the event that the Lessor and the Lenders elect to apply all or a portion of such amounts to the purchase price of the related Property in accordance with Section 14.1(a) and Article XV of --------------- ---------- the Master Lease, then such amounts shall be distributed in accordance with clause (a) and (b) above).
Appears in 1 contract
Samples: Participation Agreement (Palm Inc)
