Common use of Purchase Payments by Lessee Clause in Contracts

Purchase Payments by Lessee. Any payment received (or offset against the Cash Collateral) by the Agent as a result of: (a) the purchase of the Lessor's interest in the Property in connection with the Lessee's exercise of its Purchase Option under Section 20.1 of the Lease, or (b) the Lessee's compliance with its obligation to purchase the Lessor's interest in the Property in accordance with Section 20.2 of the Lease, or (c) the payment of the Asset Termination Value in accordance with Sections 16.2(b), 16.3 or 16.4 of the Lease, or (d) the Lessee failing to fulfill one or more of the conditions to exercise of the Remarketing Option pursuant to Section 22.1 of the Lease and the Agent's receipt pursuant to the next-to-last paragraph of Section 22.1 of the Lease of the Asset Termination Value in accordance with Section 20.2 of the Lease, shall be distributed by the Agent as promptly as possible (it being understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Lease shall be distributed on the date on which such funds are so received) to pay in full or redeem the Participant Balance of each Participant and in the case that the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Participants without priority of one over the other, in the proportion that the Participant Balance of each bears to the aggregate of all of the Participant Balances. (e) Notwithstanding any other provision in this Agreement, the Lease or any other Operative Document to the contrary, the Lessee, the Agent, the Participants and the Lessor agree that upon the maturity or acceleration of the Lessee's obligation to pay the Asset Termination Value, Residual Value Guarantee Amount or Purchase Option Price, any and all amounts of Cash Collateral that have been deposited by the Lessee pursuant to the Cash Collateral Agreement and that have not been withdrawn by the Lessee or offset or applied by the Lessor, the Agent or any Participant (in accordance with the terms of the Cash Collateral Agreement) as of such maturity or acceleration date, shall be required to be applied by the Agent and the Lessor to satisfy the Lessee's obligation to pay the unpaid amount of such portion of the Asset Termination Value, Purchase Option Price or Residual Value Guarantee represented by the Cash Collateral, notwithstanding the fact that such amounts may not then be actually available, for any reason attributable to the Lessor, the Agent or any Participant. Such reasons include, without limitation, any fraud or misapplication of funds by the Lessor, the Agent or any Participant, decline in value of the Collateral or the filing by or against the Lessor, the Agent or any Participant of any insolvency, bankruptcy, dissolution, liquidation, reorganization or similar proceeding, but except to the extent resulting from a proceeding involving the solvency of the Lessee).

Purchase Payments by Lessee. Any payment received (or offset against the Cash Collateral) by the --------------------------- Agent as a result of: (a) the purchase of the Lessor's interest in the Property in connection with the Lessee's exercise of its Purchase Option under Section 20.1 of the Lease or its Partial Purchase Option under Section 20.1 of the Lease, or (b) the Lessee's compliance with its obligation to purchase the Lessor's interest in the Property in accordance with Section 20.2 or 20.3 of the Lease, or (c) the payment of the Land Asset Termination Value and/or Improvements Asset Termination Value in accordance with Sections 16.2(b), ) or 16.3 or 16.4 of the Lease, or (d) the Lessee failing to fulfill one or more of the conditions to exercise of the Remarketing Option pursuant to Section 22.1 of the Lease and the Agent's receipt pursuant to the next-to-last paragraph of Section 22.1 of the Lease of the Asset Termination Value in accordance with Section 20.2 of the Lease, shall be distributed by the Agent as promptly as possible in the following order of priority: (it being understood that any such payment received by the Agent on a timely basis and i) proceeds in accordance with the provisions respect of the Lease Land Interest (except as provided in (iii) below) shall be distributed on among the date on which such funds are so received) Land Participants as follows: second, to the Tranche A Land Participants and the Tranche B ------ Land Participants, pro rata to pay in full or redeem the 3.7(e)(ii) portion of their Tranche A Land Participant Balances and Tranche B Land Participation Balances until such portion of such Participant Balances have been paid in full; and in any case where the amount shall be insufficient to pay in full as aforesaid, then pro rata among the such --- ---- Land Participants; third, to the Tranche C Land Participants for application to ----- pay in full the Tranche C Land Participant Balance (other than any 3.7(e)(ii) portion thereof) of each Participant Tranche C Land Participant, and in the case that where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Participants without priority of one over the otherTranche C Land --- ---- Participants; and fourth, in the proportion that the Participant Balance of each bears to the aggregate Tranche C Land Participants to pay in full ------ the 3.7(e)(ii) portion of all of their Tranche C Land Participant Balances until their Tranche C Land Participant Balances have been paid in full; and in any case where the Participant Balancesamount shall be insufficient to pay in full as aforesaid, then pro rata among the Tranche C Land --- ---- Participants. (eii) Notwithstanding any other provision proceeds in this Agreementrespect of the Improvements (except as provided in (iii) below) shall be distributed among the Improvements Participants as follows: first, the Lease or any other Operative Document to the contrary, the Lessee, the Agent, the Tranche A Improvements Participants and the Lessor agree that upon the maturity or acceleration of the Lessee's obligation ----- Tranche B Improvements Participants, pro rata, for application to pay in full the Asset Termination ValueTranche A Improvements Participant Balance and Tranche B Improvements Participant Balance (other than any 3.7(e)(ii) portion thereof) of each such Improvements Participant, Residual Value Guarantee Amount or Purchase Option Priceand in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, any then pro rata among such Improvements Participants; --- ---- second, to the Tranche A Improvements Participants and all amounts the ------ Tranche B Improvements Participants, pro rata, to pay in full the 3.7(e)(ii) portion of Cash Collateral that their Tranche A Improvements Participant Balances and Tranche B Improvements Participants Balances until such portion of such Participant Balances have been deposited by paid in full; and in any case where the Lessee pursuant amount shall be insufficient to pay in full as aforesaid, then pro rata among such Improvements Participants; --- ---- third, to the Tranche C Improvements Participants for ----- application to pay in full the Tranche C Improvements Participant Balance (other than any 3.7(e)(ii) portion thereof) of each Tranche C Improvements Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Tranche C Improvements Participants; and --- ---- fourth, to the Tranche C Improvements Participants to pay in ------ full the 3.7(e)(ii) portion of their Tranche C Improvements Participant Balances until their Tranche C Improvements Participant Balances have been paid in full; and in any case where the amount shall be insufficient to pay in full as aforesaid, then pro rata among the Tranche C Improvements --- ---- Participants. (iii) application of any proceeds in respect of the Cash Collateral Agreement and that have not been withdrawn by or the Lessee or offset or applied by the Lessor, the Agent or any Participant (in accordance with the terms of the Minimum Cash Balance Collateral Agreement) as of such maturity or acceleration date, Agreement shall be required distributed as follows: first, to be applied by the Agent Tranche A Participants and the Lessor to satisfy the Lessee's obligation Tranche ----- B Participants, pro rata, for application to pay in full the unpaid Participant Balance (other than any 3.7(e)(ii) portion thereof) of each such Participant, and in the case where the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among --- ---- such Participants; second, to the Tranche A Participants and the Tranche ------ B Participants, pro rata to pay in full the 3.7(e)(ii) portion of their Participant Balances until such portion of such Participant Balances have been paid in full; and in any case where the Asset Termination Valueamount shall be insufficient to pay in full as aforesaid, Purchase Option Price or Residual Value Guarantee represented by the Cash Collateralthen pro rata among --- ---- such Participants; third, notwithstanding the fact that such amounts may not then be actually available, for any reason attributable to the Lessor, Tranche C Participants for application ----- to pay in full the Agent or Tranche C Participant Balance (other than any Participant. Such reasons include, without limitation, any fraud or misapplication 3.7(e)(ii) portion thereof) of funds by the Lessor, the Agent or any each Tranche C Participant, decline and in value of the Collateral or case where the filing by or against amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Lessor, the Agent or any Participant of any insolvency, bankruptcy, dissolution, liquidation, reorganization or similar proceeding, but except to the extent resulting from a proceeding involving the solvency of the Lessee).Tranche C Participants; and --- ----

Purchase Payments by Lessee. Any Subject to Section 5.8, any payment received (or offset against the Cash Collateral) made by the Lessee pursuant to the Lease or by the Construction Agent pursuant to the Construction Agency Agreement as a result of: (a) the purchase of any of the Lessor's interest in the Property Properties in connection with the Lessee's exercise of its Purchase Option under Section 20.1 of the LeaseLease or the Expiration Date Purchase Option pursuant to Section 22.2 of the Lease (and any related purchase by the Construction Agent pursuant to the Construction Agency Agreement), or (b) the Lessee's compliance with its obligation purchase of a Property or Properties pursuant to purchase the Lessor's interest in the Property in accordance with Section 20.2 17.6 of the LeaseLease (and any related purchase by the Construction Agent pursuant to the Construction Agency Agreement) or the Construction Agent's purchase pursuant to Section 5.3 of the Construction Agency Agreement, or (c) the payment of the Asset Termination Value in accordance with Sections 16.2(b), 16.3 or 16.4 of the Lease, or (d) the Lessee failing to fulfill one or more of the conditions to exercise of the Remarketing Option pursuant to Section 22.1 of the Lease and the Agent's receipt pursuant to the next-to-last paragraph of Section 22.1 of the Lease of the Asset Termination Value Property Balance in accordance with Section 20.2 15.4, Section 16.2(b) Section 22.3(b) of the LeaseLease (and any related purchase by the Construction Agent pursuant to the Construction Agency Agreement), shall except as otherwise provided in Section 5.11, be distributed by the Agent as promptly as possible (it being understood that any Bank in the following order of priority: first, an amount equal to the Facility Lender Property Balance with respect to such payment received by the Agent on a timely basis and in accordance with the provisions of the Lease Property shall be distributed on to the date on which Lenders in an amount sufficient to repay the outstanding Facility Loans in full, such funds are so received) amount to pay in full or redeem the Participant Balance of each Participant and in the case that the amount so distributed shall be insufficient to pay in full as aforesaid, then paid pro rata among the Participants without priority of one over the other, in the proportion that the Participant Balance of each bears to the aggregate of all of the Participant Balances. (e) Notwithstanding any other provision in this Agreement, the Lease or any other Operative Document to the contrary, the Lessee, the Agent, the Participants and the Lessor agree that upon the maturity or acceleration of the Lessee's obligation to pay the Asset Termination Value, Residual Value Guarantee Amount or Purchase Option Price, any and all amounts of Cash Collateral that have been deposited by the Lessee pursuant to the Cash Collateral Agreement and that have not been withdrawn by the Lessee or offset or applied by the Lessor, the Agent or any Participant (Lenders in accordance with the terms of the Cash Collateral Liquidity Agreement) as , with the remainder of such maturity or acceleration date, shall amount to be required deposited in the Commercial Paper Account to be applied by to repay in full the Agent Commercial Paper Notes in order of maturity (and the Lessor to satisfy the Lessee's obligation to pay the unpaid outstanding principal amount of the Notes shall be proportionately reduced by such portion of repayments), and second, an amount equal to the Asset Termination Value, Purchase Option Price or Residual Value Guarantee represented by the Cash Collateral, notwithstanding the fact that Lessor Property Balance with respect to such amounts may not then Property shall be actually available, for any reason attributable distributed to the Lessor, and the Agent Lessor Investment Amounts shall be reduced by such amount, provided, however, that if a Loan Agreement Default under Section 5(a) or any Participant. Such reasons include, without limitation(e) of the Loan Agreement or a Loan Agreement Event of Default shall have occurred and be continuing, any fraud or misapplication such payments which would otherwise be paid to the Lessor pursuant to clause second of funds by this Section 5.3 shall be instead held in the LessorCash Collateral Account until the earliest to occur of (i) the first date thereafter on which all such Loan Agreement Defaults and Loan Agreement Events of Default shall have been cured (in which case such payment under clause second shall then be made), (ii) the Agent or date of any Participant, decline in value acceleration of the Collateral Loans (in which case such payment shall then be applied in the manner contemplated by Section 5.8), or (iii) the filing by 180th day after the occurrence of such Loan Agreement Default or against the Lessor, the Agent or any Participant Loan Agreement Event of any insolvency, bankruptcy, dissolution, liquidation, reorganization or similar proceeding, but except to the extent resulting from a proceeding involving the solvency of the LesseeDefault (in which case such payment under clause second shall then be made).

Purchase Payments by Lessee. Any payment received (or offset against the Cash Collateral) by --------------------------- the Agent as a result of: (a) the purchase of the Lessor's interest in the Property in connection with the Lessee's exercise of its Purchase Option under Section 20.1 of the Lease, or (b) the Lessee's compliance with its obligation to purchase the Lessor's interest in the Property in accordance with Section 20.2 of the Lease, or (c) the payment of the Asset Termination Value in accordance with Sections 16.2(b), 16.3 or 16.4 of the Lease, or (d) the Lessee failing to fulfill one or more of the conditions to exercise of the Remarketing Option pursuant to Section 22.1 of the Lease and the Agent's receipt pursuant to the next-to-last paragraph of Section 22.1 of the Lease of the Asset Termination Value in accordance with Section 20.2 of the Lease, shall be distributed by the Agent as promptly as possible (it being understood -- ----- ---------- that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Lease shall be distributed on the date on which such funds are so received) to pay in full or redeem the Participant Balance of each Participant and in the case that the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Participants without --- ---- priority of one over the other, in the proportion that the Participant Balance of each bears to the aggregate of all of the Participant Balances. ; provided, that (ei) Notwithstanding any other provision payment received by means of offset against the Defeasance Deposit shall be applied in this Agreementthe following order of priority: first, the Lease or any other Operative Document to the contrary, the Lessee, the Agent, the Tranche A Participants and the Lessor agree that upon the maturity or acceleration of the Lessee's obligation for application to pay in full ----- the Asset Termination ValueTranche A Participation Interest Balance of each Tranche A Participant; and second, Residual Value Guarantee Amount or Purchase Option Price, any and all amounts of Cash Collateral that have been deposited by the Lessee pursuant to the Cash Collateral Agreement Tranche B Participants for application to pay in full ------ the Tranche B Participation Interest Balance of each Tranche B Participant, and that have not been withdrawn by in the Lessee or offset or applied by case where the Lessor, the Agent or any Participant (in accordance with the terms of the Cash Collateral Agreement) as of such maturity or acceleration date, amounts so distributed shall be required to be applied by the Agent and the Lessor to satisfy the Lessee's obligation insufficient to pay in full as aforesaid, then pro rata among the unpaid amount Tranche B Participants --- ---- without priority of one Tranche B Participant over the other in the proportion that each such portion of the Asset Termination Value, Purchase Option Price or Residual Value Guarantee represented by the Cash Collateral, notwithstanding the fact that such amounts may not then be actually available, for any reason attributable Tranche B Participant's Tranche B Participation Interest Balance bears to the Lessor, the Agent or any Participant. Such reasons include, without limitation, any fraud or misapplication aggregate Tranche B Participation Interest Balances of funds by the Lessor, the Agent or any Participant, decline in value of the Collateral or the filing by or against the Lessor, the Agent or any Participant of any insolvency, bankruptcy, dissolution, liquidation, reorganization or similar proceeding, but except to the extent resulting from a proceeding involving the solvency of the Lessee).all Tranche B Participants; and

Purchase Payments by Lessee. Any payment received (or offset --------------------------- against the Cash Collateral) by the Agent as a result of: (a) the purchase of the Lessor's interest in all of the Property in connection with the Lessee's exercise of its Purchase Option under Section 20.1 ------------ of the Lease or a portion of the Property in connection with any exercise by the ------------ Lessee of its Partial Purchase Option under Section 20.5 of the Lease, oror ------------------------- (b) the Lessee's compliance with its obligation to purchase the Lessor's interest in the Property in accordance with Section 20.2 of the Lease, ------------------------- or (c) the payment of the Asset Termination Value in accordance with Sections 16.2(b), 16.3 or 16.4 of the Lease, oror ------------------------------------------- (d) the Lessee failing to fulfill one or more of the conditions to exercise of the Remarketing Option pursuant to Section 22.1 of the Lease and the ------------------------- Agent's receipt pursuant to the next-to-last paragraph of Section 22.1 of the ------------------- Lease of the Asset Termination Value in accordance with Section 20.2 of the ----- ------------------- Lease, shall be distributed by the Agent as promptly as possible (it being ----- understood that any such payment received by the Agent on a timely basis and in accordance with the provisions of the Lease shall be distributed on the date on which such funds are so received) to pay in full or redeem the Participant Balance of each Participant and in the case that the amount so distributed shall be insufficient to pay in full as aforesaid, then pro rata among the Participants without priority of one over the other, in the proportion that the Participant Balance of each bears to the aggregate of all of the Participant Balances. (e) Notwithstanding any other provision in this Participation Agreement, the Lease or any other Operative Document to the contrary, the Lessee, the Agent, the Participants and the Lessor agree that upon the maturity or acceleration of the Lessee's obligation to pay the Asset Termination Value, Residual Value Guarantee Amount or Purchase Option Price, any and all amounts of Cash Collateral that have been deposited by the Lessee pursuant to the Cash Collateral Agreement and that have not been withdrawn by the Lessee or offset or applied by the Lessor, the Agent or any Participant (in accordance with the terms of the Cash Collateral Agreement) as of such maturity or acceleration date, shall be required to be applied by the Agent and the Lessor to satisfy the Lessee's obligation to pay the unpaid amount of such portion of the Asset Termination Value, Purchase Option Price or Residual Value Guarantee represented by the Cash Collateral, notwithstanding the fact that such amounts may not then be actually available, for any reason attributable to the Lessor, the Agent or any Participant. Such reasons include, without limitation, any fraud or misapplication of funds by the Lessor, the Agent or any Participant, decline in value of the Collateral or the filing by or against the Lessor, the Agent or any Participant of any insolvency, bankruptcy, dissolution, liquidation, reorganization or similar proceeding, but except to the extent resulting from a proceeding involving the solvency of the Lessee).

Purchase Payments by Lessee. Any Subject to Section 5.8, any payment received (or offset against the Cash Collateral) made by the Agent Lessee pursuant to the Lease as a result of: (a) the purchase of the Lessor's interest in the Property Properties in connection with the Lessee's exercise of its Lease Termination Date Purchase Option under pursuant to Section 20.1 22.2 of the Lease, or (b) the Lessee's compliance with its obligation purchase of a Property or Properties pursuant to purchase the Lessor's interest in the Property in accordance with Section 20.2 15.4, 16.2 or 17.6 of the Lease, or (c) the payment of the Asset Termination Value in accordance with Sections 16.2(b), 16.3 or 16.4 of the Lease, or (d) the Lessee failing to fulfill one or more of the conditions to exercise of the Remarketing Option pursuant to Section 22.1 of the Lease and the Agent's receipt pursuant to the next-to-last paragraph of Section 22.1 of the Lease of the Asset Termination Value Property Balance in accordance with Section 20.2 15.4, Section 16.2(b), Section 20.1, or Section 22.3(b) of the Lease, shall be distributed by the Agent as promptly as possible (it being understood that any Indenture Trustee in the following order of priority: first, an amount equal to the Facility Lender Property Balance with respect to such payment received by the Agent on a timely basis Property and in accordance with the provisions of the Lease all accrued and unpaid interest thereon shall be distributed to the Noteholders, with a corresponding reduction in the principal and interest due on the date on which Loan, such funds are so received) amount to pay in full or redeem the Participant Balance of each Participant and in the case that the amount so distributed shall be insufficient to pay in full as aforesaid, then paid pro rata among the Participants without priority of one over the other, in the proportion that the Participant Balance of each bears to the aggregate of all of the Participant Balances. (e) Notwithstanding any other provision in this Agreement, the Lease or any other Operative Document to the contrary, the Lessee, the Agent, the Participants and the Lessor agree that upon the maturity or acceleration of the Lessee's obligation to pay the Asset Termination Value, Residual Value Guarantee Amount or Purchase Option Price, any and all amounts of Cash Collateral that have been deposited by the Lessee pursuant to the Cash Collateral Agreement and that have not been withdrawn by the Lessee or offset or applied by the Lessor, the Agent or any Participant (Noteholders in accordance with the terms of the Cash Collateral Agreement) as Indenture of Trust, and second, an amount equal to the Lessor Property Balance with respect to such maturity or acceleration date, Property and all accrued and unpaid Certificate Earnings thereon shall be required to be applied by the Agent and the Lessor to satisfy the Lessee's obligation to pay the unpaid amount of such portion of the Asset Termination Value, Purchase Option Price or Residual Value Guarantee represented by the Cash Collateral, notwithstanding the fact that such amounts may not then be actually available, for any reason attributable distributed to the Lessor, and the Agent Lessor Investment Amount and accrued and unpaid Certificate Earnings thereunder shall be reduced by such amount, provided, however, that if a Loan Agreement Default under Section 5(a) or any Participant. Such reasons include, without limitation(e) of the Loan Agreement or a Loan Agreement Event of Default shall have occurred and be continuing, any fraud such payments which would otherwise be paid to the Lessor pursuant to clause second of this Section 5.3 shall be instead held in the Cash Collateral Account until the earliest to occur of (i) the first date thereafter on which all such Loan Agreement Defaults and Loan Agreement Events of Default shall have been cured (in which case such payment under clause second shall then be made), (ii) the date of any acceleration of the Loan (in which case such payment shall then be applied in the manner contemplated by Section 5.8), or misapplication (iii) the 180th day after the occurrence of funds such Loan Agreement Default or Loan Agreement Event of Default (in which case such payment under clause second shall then be made); provided, further, that notwithstanding the disposition of any prior installment of Lessor Basic Rent under this clause second, each time an installment of Lessor Basic Rent is received by the LessorIndenture Trustee, distribution of such funds shall be made pursuant to this clause second, subject to the Agent or any Participant, decline in value terms of the Collateral or the filing by or against the Lessor, the Agent or any Participant of any insolvency, bankruptcy, dissolution, liquidation, reorganization or similar proceeding, but except to the extent resulting from a proceeding involving the solvency of the Lessee)immediately preceding proviso.