Common use of PROCEEDS DEPOSIT ACCOUNT Clause in Contracts

PROCEEDS DEPOSIT ACCOUNT. (a) On the Execution Date, Affiliated Guarantor and Operating Lessee have established the Proceeds Deposit Account and have executed, together with Bank, the DAC Agreement. (b) Prior to any distributions to Affiliated Guarantor or Operating Lessee from the Proceeds Deposit Account, Bank shall fund the following obligations (i) all Impositions, as and to the extent not paid by Manager; (ii) all Premiums, as and to the extent not paid by Manager, and (iii) all payments to Beneficiary under the St. Xxxxxxx Note, Senior Deed of Trust and the other Loan Documents, including all payments of interest and principal and interest, as and when all payments under (i), (ii) and (iii) above are due under the terms of the Loan Documents (“Required Payments”). Affiliated Guarantor and Operating Lessee shall have no right to withdraw funds or receive funds from the Proceeds Deposit Account until the Required Payments have been made. (c) After all Required Payments for the preceding calendar month have been made by Bank, so long as there is no Event of Default under Section 11.1(b) hereof, and no Event of Default under Section 11.1(a) of the Fairmont Mortgage (a “Deposit Account Event of Default”) or any event which, with the passage of time, would constitute an Event of Default under Section 11.1(b) hereof or under Section 11.1(a) of the Fairmont Mortgage (a “Pending Deposit Account Event of Default”), the amounts in the Proceeds Deposit Account shall be automatically distributed to Operating Lessee and Affiliated Guarantor; provided however that upon the occurrence of a Deposit Account Event of Default or Pending Deposit Account Event of Default under the Loan or the Fairmont Loan, Beneficiary shall have the right, in its sole and absolute discretion, subject to Section 2.13(c), to instruct Bank pursuant to the terms of the DAC Agreement to cease all further distributions from the Proceeds Deposit Account to Affiliated Guarantor and/or Operating Lessee for the remainder of the term of the Loan; provided, however, the cross reference in this sentence to Section 11.1(a) of the Fairmont Mortgage shall be disregarded if the Fairmont Property has been transferred pursuant to Section 10.3 of the Fairmont Mortgage. (d) Notwithstanding the foregoing, if a Pending Deposit Account Event of Default is cured under the St. Xxxxxxx Loan or the Fairmont Loan prior to it becoming an Event of Default, then the amounts in the Proceeds Deposit Account shall again be automatically released to each Operating Lessee and Affiliated Guarantor as and to the extent provided in subsection (c) above.

PROCEEDS DEPOSIT ACCOUNT. (a) On the Execution Date, Affiliated Guarantor Trustor and Operating Lessee have established the Proceeds Deposit Account and have executedexecuted or will execute, together with Bank, the DAC Agreement. (b) Prior to any distributions to Affiliated Guarantor Trustor or Operating Lessee from the Proceeds Deposit Account, Bank shall fund the following obligations (i) all Impositions, as and to the extent not paid by Manager; (ii) all Premiums, as and to the extent not paid by Manager, and (iii) all payments to Beneficiary under the St. Xxxxxxx Note, Senior Deed of Trust and the other Loan Documents, including all payments of interest and principal and interest, as and when all payments under (i), (ii) and (iii) above are due under the terms of the Loan Documents (“Required Payments”). Affiliated Guarantor Trustor and Operating Lessee shall have no right to withdraw funds or receive funds from the Proceeds Deposit Account until the Required Payments have been made. (c) After all Required Payments for the preceding calendar month have been made by Bank, so long as there is no Event of Default under Section 11.1(b11.1(a) hereof, and no Event of Default under Section 11.1(a) of the Fairmont Affiliated Guarantor Mortgage (a “Deposit Account Event of Default”) or any event which, with the passage of time, would constitute an Event of Default under Section 11.1(b11.1(a) hereof or under Section 11.1(a) of the Fairmont Affiliated Guarantor Mortgage (a “Pending Deposit Account Event of Default”), the amounts in the Proceeds Deposit Account shall be automatically distributed to Operating Lessee and Affiliated GuarantorTrustor; provided however that upon the occurrence of a Deposit Account Event of Default or Pending Deposit Account Event of Default under the Loan or the Fairmont Affiliated Guarantor Loan, Beneficiary shall have the right, in its sole and absolute discretion, subject to Section 2.13(c), to instruct Bank pursuant to the terms of the DAC Agreement to cease all further distributions from the Proceeds Deposit Account to Affiliated Guarantor Trustor and/or Operating Lessee for the remainder of the term of the Loan; provided, however, the cross reference in this sentence to Section 11.1(a) of the Fairmont Affiliated Guarantor Mortgage shall be disregarded if the Fairmont Affiliated Guarantor Property has been transferred pursuant to Section 10.3 of the Fairmont Affiliated Guarantor Mortgage. (d) Notwithstanding the foregoing, if a Pending Deposit Account Event of Default is cured under the St. Xxxxxxx Loan or under the Fairmont Affiliated Guarantor Loan prior to it becoming an Event of Default, then the amounts in the Proceeds Deposit Account shall again be automatically released to each Operating Lessee and Affiliated Guarantor Trustor as and to the extent provided in subsection (c) above.. Table of Contents

PROCEEDS DEPOSIT ACCOUNT. (a) On the Execution Date, Affiliated Guarantor and Operating Lessee have established the Proceeds Deposit Account and have executed, together with Bank, the DAC Agreement. (b) Prior to any distributions to Affiliated Guarantor or Operating Lessee from the Proceeds Deposit Account, Bank shall fund the following obligations (i) all Impositions, as and to the extent not paid by Manager; (ii) all Premiums, as and to the extent not paid by Manager, and (iii) all payments to Beneficiary under the St. Xxxxxxx Note, Senior Deed of Trust and the other Loan Documents, including all payments of interest and principal and interest, as and when all payments under (i), (ii) and (iii) above are due under the terms of the Loan Documents (“Required Payments”). Affiliated Guarantor and Operating Lessee shall have no right to withdraw funds or receive funds from the Proceeds Deposit Account until the Required Payments have been made. (c) After all Required Payments for the preceding calendar month have been made by Bank, so So long as there is no Event of Default under Section 11.1(b) hereof, and no Event of Default hereof or under Section 11.1(a) of the Fairmont Mortgage St. Xxxxxxx Deed of Trust, (a “Deposit Account Event of Default”) or any event which, with the passage of time, would constitute an Event of Default under Section 11.1(b) hereof or under Section 11.1(a) of the Fairmont Mortgage St. Xxxxxxx Deed of Trust (a “Pending Deposit Account Event of Default”), the amounts in the Proceeds Deposit Account shall be automatically distributed to Operating Lessee and Affiliated Guarantor; provided however that upon the occurrence of a an Deposit Account Event of Default or Pending Deposit Account Event of Default under the Loan or the Fairmont Affiliated Guarantor Loan, Beneficiary Lender shall have the right, in its sole and absolute discretion, subject to Section 2.13(c), to instruct Bank pursuant to the terms of the DAC Agreement to cease all further distributions from the Proceeds Deposit Account to Affiliated Guarantor and/or Operating Lessee for the remainder of the term of the LoanAffiliated Guaranty; provided, however, that the cross reference in this sentence to Section 11.1(a) of the Fairmont Mortgage St. Xxxxxxx Deed of Trust shall be disregarded if the Fairmont St. Xxxxxxx Property has been transferred pursuant to Section 10.3 of the Fairmont MortgageSt. Xxxxxxx Deed of Trust. (dc) Notwithstanding the foregoing, if a Pending Deposit Account Event of Default is cured under the St. Xxxxxxx Loan or the Fairmont Loan prior to it becoming an Event of Default, then the amounts in the Proceeds Deposit Account shall again be automatically released to each Operating Lessee and Affiliated Guarantor as and to the extent provided in subsection (c) aboveGuarantor.

PROCEEDS DEPOSIT ACCOUNT. (a) On the Execution Date, Affiliated Guarantor Borrower and Operating Lessee have established the Proceeds Deposit Account and have executed, together with Bank, the DAC Agreement. (b) Prior to any distributions to Affiliated Guarantor or Operating Lessee from the Proceeds Deposit Account, Bank shall fund the following obligations (i) all Impositions, as and to the extent not paid by Manager; (ii) all Premiums, as and to the extent not paid by Manager, and (iii) all payments to Beneficiary under the St. Xxxxxxx Note, Senior Deed of Trust and the other Loan Documents, including all payments of interest and principal and interest, as and when all payments under (i), (ii) and (iii) above are due under the terms of the Loan Documents (“Required Payments”). Affiliated Guarantor and Operating Lessee shall have no right to withdraw funds or receive funds from the Proceeds Deposit Account until the Required Payments have been made. (c) After all Required Payments for the preceding calendar month have been made by Bank, so So long as there is no Event of Default under Section 11.1(b11.1(a) hereof, and no Event of Default under Section 11.1(a) of the Fairmont Mortgage Affiliated Guarantor Deed of Trust (a “Deposit Account Event of Default”) or any event which, with the passage of time, would constitute an Event of Default under Section 11.1(b11.1(a) hereof or under Section 11.1(a) of the Fairmont Mortgage Affiliated Guarantor Deed of Trust (a “Pending Deposit Account Event of Default”), the amounts in the Proceeds Deposit Account shall be automatically distributed to Operating Lessee and Affiliated GuarantorBorrower; provided however that upon the occurrence of a an Deposit Account Event of Default or Pending Deposit Account Event of Default under the Loan or the Fairmont Affiliated Guarantor Loan, Beneficiary Lender shall have the right, in its sole and absolute discretion, subject to Section 2.13(c), to instruct Bank pursuant to the terms of the DAC Agreement to cease all further distributions from the Proceeds Deposit Account to Affiliated Guarantor Borrower and/or Operating Lessee for the remainder of the term of the Loan; provided, however, the cross reference in this sentence to Section 11.1(a) of the Fairmont Mortgage Affiliated Guarantor Deed of Trust shall be disregarded if the Fairmont Affiliated Guarantor Property has been transferred pursuant to Section 10.3 of the Fairmont MortgageAffiliated Guarantor Deed of Trust. (dc) Notwithstanding the foregoing, if a Pending Deposit Account Event of Default is cured under the St. Xxxxxxx Loan or under the Fairmont Affiliated Guarantor Loan prior to it becoming an Event of Default, then the amounts in the Proceeds Deposit Account shall again be automatically released to each Operating Lessee and Affiliated Guarantor as and to the extent provided in subsection (c) aboveBorrower.