Common use of Outstanding Lease Amount Clause in Contracts

Outstanding Lease Amount. Lessor shall share payments applied to reduce the Outstanding Lease Amount as follows: (i) Each payment of the Outstanding Lease Amount derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property pursuant to the Purchase Agreement shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount derived from the Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the Outstanding Tranche B Participation Amount for each Participant. (iii) Each payment of the Outstanding Lease Amount derived from: (A) The purchase price paid by a Designated Purchaser to purchase the Property pursuant to the Purchase Agreement; (B) The Indemnity Amount paid by Lessee pursuant to the Purchase Agreement; (C) Casualty Proceeds or Condemnation Proceeds related to any of the Property; or (D) The purchase price paid by any other Person to purchase the Property (whether after the retention of such Property by Lessor following the Expiration Date, upon foreclosure or otherwise); Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the Outstanding Tranche B Participation Amount for each Participant.

Outstanding Lease Amount. Lessor shall share payments applied to reduce the Outstanding Lease Amount as follows: (i) Each payment of the Outstanding Lease Amount derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property pursuant to the Purchase Agreement shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount derived from the Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; and third, if any amounts remain after all Outstanding Tranche A Participation Amounts and all Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche C Participants pro rata according to their respective Outstanding Tranche C Participation Amounts at the time of such payment. (iii) Each payment of the Outstanding Lease Amount derived from: : (A) The the purchase price paid by a Designated Purchaser to purchase the Property pursuant to the Purchase Agreement; ; (B) The the Indemnity Amount paid by Lessee pursuant to the Purchase Agreement; ; or (C) Casualty Proceeds or Condemnation Proceeds related to any of the Property; orShall be shared first by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment; second, if any amounts remain after all Outstanding Tranche B Participation Amounts are paid in full, by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment; and third, if any amounts remain after all Outstanding Tranche B Participation Amounts and all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche C Participants pro rata according to their respective Outstanding Tranche C Participation Amounts at the time of such payment. (Div) The Each payment of the Outstanding Lease Amount derived from the purchase price paid by any other Person to purchase the Property (whether after the retention of such Property by Lessor following the Expiration DateDate of the Lease Agreement, upon foreclosure or otherwise); Shall ) shall be shared first by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment; second, if any amounts remain after all Outstanding Tranche B Participation Amounts are paid in full, by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and secondthird, if any amounts remain after all Outstanding Tranche B Participation Amounts and all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B C Participants pro rata according to their respective Outstanding Tranche B C Participation Amounts at the time of such payment. (v) Each payment of the Outstanding Lease Amount derived from Cash Collateral shall be shared (i) by the Tranche A Participants alone pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up if such payment is made after the purchase of the Property by a Designated Purchaser pursuant to the Marketing Option in the Purchase Agreement or (ii) by all Participants pro rata according to their respective Outstanding Tranche B Participation Amount for each ParticipantAmounts at the time of such payment if such payment is made in any other circumstance.

Outstanding Lease Amount. Subject to clause (ii) of Subparagraph 2.03(c) in the event any amount is capitalized pursuant to such clause, Lessor shall share payments applied to reduce the Outstanding Lease Amount as follows: (i) Each payment of the Outstanding Lease Amount derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property pursuant to the Purchase Agreement shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount derived from from: (A) the Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall Agreement; or (B) the Principal Component of Base Rent; Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; and third, if any amounts remain after all Outstanding Tranche A Participation Amounts and all Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche C Participants pro rata according to their respective Outstanding Tranche C Participation Amounts at the time of such payment. (iii) Each payment of the Outstanding Lease Amount derived from: (A) The the purchase price paid by a Designated Purchaser to purchase the Property pursuant to the Purchase Agreement; (B) The the Indemnity Amount paid by Lessee pursuant to the Purchase Agreement; (C) Casualty Proceeds or Condemnation Proceeds related to any of the Property; or (D) The purchase price paid by any other Person to purchase the Property (whether after the retention of such Property by Lessor following the Expiration Date, upon foreclosure or otherwise); Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the Outstanding Tranche B Participation Amount for each Participant.

Outstanding Lease Amount. Lessor shall share payments Payments applied to reduce the Outstanding Lease Amount under each Facility shall be shared as follows: (i) Facility 1. Each payment of the Outstanding Lease Amount derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property pursuant to the Purchase Agreement under Facility 1 shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts under Facility 1 at the time of such payment, up to the Outstanding Participation Amount for each Participant. (iiA) Each payment of the Outstanding Lease Amount under Facility 2 derived from the purchase price paid by Lessee to purchase the Facility 2 Property pursuant to the Facility 2 Purchase Agreement shall be shared by the Participants pro rata according to their respective Outstanding Participation Amounts under Facility 2 at the time of such payment. (B) Each payment of the Outstanding Lease Amount under Facility 2 derived from the Residual Value Guaranty Amount paid by Lessee pursuant to the Facility 2 Purchase Agreement shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the Outstanding Tranche B Participation Amount for each Participantpayment. (iiiC) Each payment of the Outstanding Lease Amount under Facility 2 derived from: (A1) The the purchase price paid by a Designated Purchaser to purchase the Facility 2 Property pursuant to the Facility 2 Purchase Agreement; (B2) The the Indemnity Amount paid by Lessee pursuant to the Facility 2 Purchase Agreement; (C3) Casualty Proceeds or Condemnation Proceeds related to any of the Facility 2 Property; or (D4) The the purchase price paid by any other Person to purchase the Facility 2 Property (whether after the retention of such the Facility 2 Property by Lessor following the Facility 2 Expiration Date, upon foreclosure or otherwise); Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the and second, if any amounts remain after all Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment.

Outstanding Lease Amount. Lessor shall share payments applied to reduce the Outstanding Lease Amount as follows: (i) Each payment of the Outstanding Lease Amount derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property pursuant to the Purchase Agreement shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount derived from the Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; and third, if any amounts remain after all Outstanding Tranche A Participation Amounts and all Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche C Participants pro rata according to their respective Outstanding Tranche C Participation Amounts at the time of such payment. (iii) Each payment of the Outstanding Lease Amount derived from: (A) The the purchase price paid by a Designated Purchaser to purchase the Property pursuant to the Purchase Agreement; (B) The the Indemnity Amount paid by Lessee pursuant to the Purchase Agreement; (C) Casualty Proceeds or Condemnation Proceeds related to any of the Property; or (D) The purchase price paid by any other Person to purchase the Property (whether after the retention of such Property by Lessor following the Expiration Date, upon foreclosure or otherwise); Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the Outstanding Tranche B Participation Amount for each Participant.

Outstanding Lease Amount. Subject to clause (ii) of Subparagraph 2.03(c) in the event any amount is capitalized pursuant to such clause, Lessor shall share payments applied to reduce the Outstanding Lease Amount of a Facility as follows: (i) Each payment of the Outstanding Lease Amount under a Facility derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property under such Facility pursuant to the Purchase Agreement for such Facility shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts under such Facility at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount under a Facility derived from the from: (A) The Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall for such Facility; or (B) The Principal Component of Base Rent under such Facility; Shall be shared first by the Tranche A Participants pro rata according to their respective applicable Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and second, if any amounts remain after all such Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective applicable Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; and third, if any amounts remain after all such Outstanding Tranche A Participation Amounts and all such Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche C Participants pro rata according to their respective applicable Outstanding Tranche C Participation Amounts at the time of such payment. (iii) Each payment of the Outstanding Lease Amount under a Facility derived from: (A) The the purchase price paid by a Designated Purchaser to purchase the Property under such Facility pursuant to the Purchase AgreementAgreement for such Facility; (B) The the Indemnity Amount paid by Lessee pursuant to the Purchase AgreementAgreement for such Facility; (C) Casualty Proceeds or Condemnation Proceeds related to any of the PropertyProperty under such Facility; or (D) The the purchase price paid by any other Person (except as otherwise provided in clause (i) above) to purchase the Property (under such Facility, whether after the retention of such Property by Lessor following the Expiration DateDate of the Lease Agreement for such Facility, upon foreclosure or otherwise); Shall be shared first by the Tranche A B Participants pro rata according to their respective applicable Outstanding Tranche B Participation Amounts at the time of such payment; second, if any amounts remain after all such Outstanding Tranche B Participation Amounts are paid in full, by the Tranche A Participants (other than Novellus Participant in the case of any proceeds of casualty insurance) pro rata according to their respective applicable Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and secondthird, if any amounts remain after all such Outstanding Tranche B Participation Amounts and all such Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B C Participants pro rata according to their respective applicable Outstanding Tranche B C Participation Amounts at the time of such payment up payment. (iv) Notwithstanding anything to the contrary set forth in this Paragraph 2.06, the proceeds from the foreclosure, application, setoff, withdrawal or other collection or disposition of any Cash Collateral shall be shared in accordance with the other provisions of this Paragraph 2.06 based upon the Lessee Obligations to which such proceeds of Cash Collateral are applied; provided, however, that if the Property is sold to a Designated Purchaser pursuant to the Marketing Option in the Purchase Agreement: (A) Any proceeds of Cash Collateral shall be applied only in satisfaction of the obligations of Lessee in respect of the Residual Value Guaranty Amount and such other Lessee Obligations as may then be due and owing in accordance with the Operative Documents, and (B) Such proceeds (as so applied) shall be shared in accordance with the other provisions of this Paragraph 2.06 which govern the sharing of proceeds which are applied to the Residual Value Guaranty Amount and such other Lessee Obligations as are then due and owing, except that any portion of such proceeds which are applied to the Residual Value Guaranty Amount and are attributable to Facility 1 or Facility 2 or, after the Completion Date, to Facility 3, shall be shared only among the Tranche A Participants under such Facilities, if any, other than Novellus Participant, pro rata in accordance with their respective Tranche A Outstanding Amounts. Any remaining Cash Collateral after such Lessee Obligations have been paid shall be remitted to Lessee or to such other Person as may be entitled thereto. Notwithstanding anything to the contrary in the Operative Documents, if through any foreclosure, application, setoff, withdrawal, collection, disposition or other exercise of remedies against the Cash Collateral, the Outstanding Lease Balance in respect of any Facility (other than any Tranche B Participation Amount for each A Portion thereof held by Novellus Participant) shall be paid, Lessor shall convey the Property related to that Facility to Lessee or its designee as if Lessee had exercised and fully performed its obligations with respect to the Expiration Date Purchase Option.

Outstanding Lease Amount. Lessor shall share payments Payments applied to reduce the Outstanding Lease Amount under each Facility shall be shared as follows: (i) Each payment of the Outstanding Lease Amount under a Facility derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property under such Facility pursuant to the Purchase Agreement for such Facility shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts under such Facility at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount under a Facility derived from the from: (A) The Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall for such Facility; or (B) The Principal Component of Base Rent; Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; and third, if any amounts remain after all Outstanding Tranche A Participation Amounts and all Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche C Participants pro rata according to their respective Outstanding Tranche C Participation Amounts at the time of such payment. (iii) Each payment of the Outstanding Lease Amount under a Facility derived from: (A) The the purchase price paid by a Designated Purchaser to purchase the Property under such Facility pursuant to the Purchase AgreementAgreement for such Facility; (B) The the Indemnity Amount paid by Lessee pursuant to the Purchase Agreement;Agreement for such Facility; or (C) Casualty Proceeds or Condemnation Proceeds related to any of the Property; or (D) The purchase price paid by any other Person to purchase the Property (whether after the retention of under such Property by Lessor following the Expiration Date, upon foreclosure or otherwise)Facility; Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; second, if any amounts remain after all Outstanding Tranche B Participation Amount for each Participant.Amounts are paid in full, by the Tranche C Participants pro rata according to their respective Outstanding Tranche C Participation Amounts at the time of such payment; and third, if any amounts remain after all Outstanding Tranche B Participation Amounts and all Outstanding Tranche C Participation

Outstanding Lease Amount. Subject to clause (ii) of Subparagraph 2.03(c) in the event any amount is capitalized pursuant to such clause, Lessor shall share payments applied to reduce the Outstanding Lease Amount of a Facility (or the portion thereof attributable to the Land Portion or Improvement Portion in the case of Facility 1) as follows: (i) Each payment of the Outstanding Lease Amount under a Facility (or the applicable portion thereof in the case of Facility 1) derived from the purchase price paid by Lessee (or an Assignee Purchaser) to purchase the Property under such Facility (or the applicable portion thereof in the case of Facility 1) pursuant to the Purchase Agreement for such Facility shall be shared first by the Participants pro rata according to their respective Outstanding Participation Amounts under such Facility (or the applicable portions thereof in the case of Facility 1) at the time of such payment, up to the Outstanding Participation Amount for each Participant. (ii) Each payment of the Outstanding Lease Amount under a Facility (or the applicable portion thereof in the case of Facility 1) derived from the from: (A) The Residual Value Guaranty Amount paid by Lessee pursuant to the Purchase Agreement shall for such Facility (or the applicable portion thereof in the case of Facility 1); or (B) The Principal Component of Base Rent under such Facility (or the applicable portion thereof in the case of Facility 1); Shall be shared first by the Tranche A Participants pro rata according to their respective applicable Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participantpayment; and second, if any amounts remain after all such Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective applicable Outstanding Tranche B Participation Amounts at the time of such payment up to the payment; and third, if any amounts remain after all such Outstanding Tranche A Participation Amounts and all such Outstanding Tranche B Participation Amount for each ParticipantAmounts are paid in full, by the Tranche C Participants pro rata according to their respective applicable Outstanding Tranche C Participation Amounts at the time of such payment. (iii) Each payment of the Outstanding Lease Amount under a Facility (or the applicable portion thereof in the case of Facility 1) derived from: (A) The purchase price paid by a Designated Purchaser to purchase the Property pursuant to the Purchase Agreement; (B) The Indemnity Amount paid by Lessee pursuant to the Purchase Agreement; (C) Casualty Proceeds or Condemnation Proceeds related to any of the Property; or (D) The purchase price paid by any other Person to purchase the Property (whether after the retention of such Property by Lessor following the Expiration Date, upon foreclosure or otherwise); Shall be shared first by the Tranche A Participants pro rata according to their respective Outstanding Tranche A Participation Amounts at the time of such payment up to the Outstanding Tranche A Participation Amount for each Participant; and second, if any amounts remain after all Outstanding Tranche A Participation Amounts are paid in full, by the Tranche B Participants pro rata according to their respective Outstanding Tranche B Participation Amounts at the time of such payment up to the Outstanding Tranche B Participation Amount for each Participant.