Common use of Distribution of Payments after Lease Event of Default Clause in Contracts

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.

Distribution of Payments after Lease Event of Default. (a) All amounts received by the Administrative Agent after during the occurrence continuance of a Lease Event of Default Default, shall, except as provided 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 rentsSection 7.6, issues or profits accruing thereunder, shall be distributed by the Administrative Agent in the following order ----------- of priority: FIRSTfirst, so much of such payment or amount as shall be required ----- to reimburse the Administrative Agent and Lessor or the Lessor 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 LessorLessor or the Lenders), shall be distributed to the Lessor or the Lenders on a pro rata basis in accordance with the Lender Commitment Percentage for their own account; second, so much of such payments or amounts as shall be required to ------ pay the Administrative Agent the amounts payable to it 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 ----------- ---- Administrative Agent for its own account; SECONDthird, so much of such payments or amounts as shall be required to pay ----- the then existing or prior Administrative Agent Lenders and the 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 FOURTHincluding, so much of such payments or without limitation all amounts as shall be required to pay the then existing or prior Lenders the amounts payable to them be paid pursuant to any expense reimbursement or indemnification provisions of the Operative Documents Articles IX and XIII, shall be distributed to each such 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; FIFTHfourth, subject to Section 4.3(c) and Section 7.12, to the Lenders for application on ------ -------------- ------------ a pro rata basis in accordance with the Lender Commitment Percentage 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 Lendersany outstanding Loan Balance; and SIXTHsixth, the balance, if any, of such payment or amounts remaining ----- thereafter shall be promptly distributed to, or as directed by, the CompanyLessee.

Distribution of Payments after Lease Event of Default. (a) All amounts received by During the Administrative Agent after the occurrence continuance of a Lease Event of Default in connection with and subject to clause (ib) any below, all proceeds from the 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: FIRSTfirst, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Lessor 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 LessorAdministrative Agent), shall be distributed to the Lessor for its own accountAdministrative Agent; SECONDsecond, 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 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 Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; FIFTHthird, 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 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; 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 SIXTHthe 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 CompanyLessee.

Distribution of Payments after Lease Event of Default. (a) All amounts received by During the Administrative Agent after the occurrence continuance of a Lease Event of Default in connection with and subject to clause (ib) any and (c) below, all proceeds from the 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, Property shall be distributed by the Administrative Agent in the following order of priority: FIRSTfirst, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Agent Lessor for any tax, expense fees, expense, indemnification or other loss incurred by the Administrative Agent or the Agent Lessor (to the extent not previously reimbursed and to the extent incurred in connection with any duties as the Administrative Agent or Agent Lessor, as the case may be), shall be distributed to the Administrative Agent and the Agent Lessor 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; SECONDsecond, so much of such payments or amounts as shall be required to pay the then existing or prior Administrative Agent Lenders 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 Lessors 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 Lessor without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; FIFTHthird, an amount equal to the Lenders aggregate Lessor Balance minus the Equity Amount shall be distributed to the Lessors for application to pay in full the Participant Balance of each Lender andLessor, in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then PRO RATA pro rata among the Lenders Lessors, without priority of one Lender over the other other, in the proportion that the Participant Balance of each such Lender Lessor 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.Lessors;

Distribution of Payments after Lease Event of Default. (a) All Notwithstanding Sections 7.1, 7.2 and 7.3 above, all amounts received by the Lessor or the Administrative Agent after during the occurrence continuance of a Lease Event of Default Default, shall, except as provided in connection with clause (ib) any sale of all or any part of any one or more Properties or (ii) any subleases affecting the Properties or any rentsbelow, issues or profits accruing thereunder, shall be distributed by the Administrative Agent in the following order of priority: FIRSTfirst, so much of such payment or amount as shall be required to reimburse the Administrative Agent and the Lessor 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 LessorAdministrative Agent, Lessor or as a Participant), shall be distributed to the Lessor such Person for its own account; SECONDsecond, 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 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 Persons without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; FIFTHthird, 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 case may be, pro rata among the 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 with their respective Participant Balances, for application to pay in full the all outstanding Loans owing to such Lenders; fifth, to each Purchaser that is not Lessee Party, pro rata in accordance with their respective Participant Balance of each Lender andBalances, in the case where the amounts so distributed shall be insufficient for application to pay in full as aforesaidall outstanding Capital owing to such Purchasers; sixth, then PRO RATA among the Lenders without priority of one to each Lender over the other that is a Lessee Party, pro rata in the proportion accordance with their respective Participant Balances, for application to pay in full all outstanding Loans owing to such Lenders; seventh, to each Purchaser that the is a Lessee Party, pro rata in accordance with their respective Participant Balance of each Balances, for application to pay in full all outstanding Capital owing to such Lender bears Purchasers; eighth, to the aggregate Participant Balances of Lessor for application to pay in full all Lendersoutstanding Lessor Amounts; ninth, to the Participants and SIXTHthe Administrative Agent for any other amounts payable to them under the Operative Documents, pro rata, based on the amounts payable and tenth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, to the CompanyLessee.

Distribution of Payments after Lease Event of Default. (a) All amounts received by During the Administrative Agent after the occurrence continuance of a Lease Event of Default in connection with and subject to clause (ib) any below, all proceeds from the 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, Property shall be distributed by the Administrative Agent in the following order of priority: FIRSTfirst, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Lessor 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 LessorAdministrative Agent or Agent Certificate Holder, as the 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; SECONDsecond, so much of such payments or amounts as shall be required to pay the then existing or prior Administrative Agent Lenders 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 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; FIFTHthird, 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 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 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 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 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 SIXTHfifth, 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 CompanyLessee Agent.

Distribution of Payments after Lease Event of Default. (a) All amounts received by During the Administrative Agent after the occurrence continuance of a Lease Event of Default in connection with and subject to clause (ib) any below, all proceeds from the 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, Property shall be distributed by the Administrative Agent in the following order of priority: FIRSTfirst, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Lessor 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 LessorAdministrative Agent or Agent Certificate Holder, as the 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; SECONDsecond, so much of such payments or amounts as shall be required to pay the then existing or prior Administrative Agent Lenders 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 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; FIFTHthird, 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 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; 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 SIXTHin 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, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the CompanyLessee.

Distribution of Payments after Lease Event of Default. (a) All amounts received by During the Administrative Agent after the occurrence continuance of a Lease Event of Default in connection with and subject to clause (ib) any below, all proceeds from the Xxx Research Corporation Participation Agreement 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: FIRSTfirst, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and the Lessor 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 LessorAdministrative Agent), shall be distributed to the Lessor for its own accountAdministrative Agent; SECONDsecond, 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 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 Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; FIFTHthird, 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 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; 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 SIXTHthe 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 CompanyLessee.

Distribution of Payments after Lease Event of Default. (a) All amounts received by During the Administrative Agent after the occurrence continuance of a Lease Event of Default in connection with and subject to clause (ib) any below, all proceeds from the 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, Property shall be distributed by the Administrative Agent Indenture Trustee in the following order of priority: FIRSTfirst, so much of such payment or amount as shall be required to pay or reimburse the Administrative Agent and 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 LessorIndenture Trustee), shall be distributed to the Lessor for its own accountIndenture Trustee; SECONDsecond, 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 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 Participant without priority of one over the other in accordance with the amount of such payment or payments payable to each such Person; FIFTHthird, to the Lenders Participants for application to pay in full the Note Balance and Lessor Balance, pro rata among the Participants without priority of one over the other in the proportion that the Participant Balance of each Lender such Participant bears to the aggregate Participant Balances of all Participants and, in the case where the amounts so distributed shall be insufficient to pay in full as aforesaid, then PRO RATA pro rata among the Lenders Purchasers without priority of one Lender over the other in the proportion that the Participant Balance of each such Lender Purchaser bears to the aggregate Participant Balances of all LendersPurchasers; fourth, to the Participants and the Indenture Trustee for any other amounts payable to them under the Operative Documents, pro rata based on the amounts payable; and SIXTHfifth, the balance, if any, of such payment or amounts remaining thereafter shall be promptly distributed to, or as directed by, the CompanyLessee.