Common use of Capital Proceeds Clause in Contracts

Capital Proceeds. Capital Proceeds shall be applied within five Business Days of the receipt by the Borrower or Property Owner of such Capital Proceeds as follows: (a) [Intentionally Omitted]; (b) First, to fully satisfy both principal and accrued interest any outstanding Covered Loans with respect to the Property pro rata to the holders of the Covered Notes; (c) Second, to fully satisfy any TI/Cap Ex Loans with respect to the Property pro rata to the holders of the TI/Cap Ex Loans; (d) Third, to fully satisfy any Reposition Loan with respect to the Property pro rata to the holders of the Reposition Notes; (e) Fourth, to the First Union Lender until it shall have received all accrued and unpaid interest on the Loan; (f) Fifth, to the First Union Lender until it shall have received the principal then outstanding on the Loan; (g) Sixth, to the Borrower until it shall have received an amount when added to all other amounts retained pursuant to Section 5.1(e) and Section 5.2(g) and (i) hereof equal to a return on the Borrower Equity at the Interest Rate as in effect from time to time; (h) Seventh, to the Borrower until it shall have received an amount equal to the unpaid Borrower Equity; (i) Eighth, to the First Union Lender and the Borrower, 60% and 40%, respectively, until they have each received an amount, when added to all other payments made to such Person hereunder, equal to a return of 8.5% per annum cumulative on the Loan Amount and the Borrower Equity, respectively; (j) Ninth, to each of the First Union Lender and the Borrower, in proportion to the amounts that they are entitled to receive pursuant to this Section 5.2(j), (without regard to the actual amount of Capital Proceeds to be applied pursuant to this Section 5.2(j)) until the First Union Lender shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the First Union Lender and its Affiliates equals the First Union Total Capital, and the Borrower shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the Borrower and its Affiliates equals the MARC Total Capital; (k) Thereafter, equally between the Borrower and the First Union Lender.

Capital Proceeds. Capital Proceeds shall be applied and paid to the applicable Persons within five Business Days days of receipt thereof by the Company, as follows, provided, however, no Distribution to the Members shall be made (other than the final liquidating Distribution) if it would cause the Company to have less than $100,000 in reserves for the operations of the receipt Company, unless otherwise agreed to by the Borrower or Property Owner of such Capital Proceeds as followsFirst Union: (a) [Intentionally Omitted]; (b1) First, to fully satisfy both principal and accrued interest any outstanding Covered Loans with respect to the Property pro rata to the holders of the Covered Notes;all Senior Loans (c2) Second, in an amount sufficient to fully satisfy all amounts due on any outstanding TI/Cap Ex Loans with respect to the Property pro rata to the holders of lenders thereof or to the TI/Cap Ex Loanssole lender thereof which shall be applied first to accrued and unpaid interest and then to principal; (d3) Third, in an amount sufficient to fully satisfy all amounts due on any Reposition Loan outstanding Covered Loans with respect to the Property pro rata to the holders of the Reposition Notes; (e) Fourth, lenders thereof or to the First Union Lender until it sole lender thereof which shall have received all be applied first to accrued and unpaid interest on the Loanand then to principal; (f4) Fourth, in an amount sufficient to fully satisfy all amounts due on any outstanding Reposition Loans with respect to the Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal; (5) Fifth, to the First Union Lender until it shall Class A Members who have received made Existing Additional Capital Contributions prior to the principal then outstanding date hereof in an amount equal to a 7.65% per annum return on the LoanExisting Additional Capital Contributions plus the Existing Additional Capital Contributions less all amounts previously distributed to such Class A Members pursuant to this Section 9.4(a)(ii)(5) and Section 9.4(a)(i)(5) and Sections 9.4(a)(i)(6) and 9.4(a)(ii)(7) of the Original Agreement, pro rata based on their respective Existing Additional Capital Contributions; (g6) Sixth, to the Borrower MARC Members until it shall they have received an aggregate amount when added to all other amounts retained pursuant to Section 5.1(e) and Section 5.2(g) and (i) hereof equal to a return on the Borrower Equity at the Interest Rate as MARC Shortfall in effect from time to timeaccordance with their respective Percentage Interests; (h7) Seventh, to the Borrower MARC Members until it shall they have received an amount equal to the unpaid Borrower Equity;MARC Second Shortfall; in accordance with their respective Percentage Interests (i) 8) Eighth, to the First Union Lender and the Borrower, 60% and 40%, respectivelyin accordance with their respective Percentage Interests, until they have each received an amounta cumulative return from [INSERT APPLICABLE LOAN ADVANCE DATE] equal to the Applicable Rate per annum on their Capital Amounts after deducting therefrom (A) all prior distributions made to such Member pursuant to this Section 9.4(a)(ii)(8) and Section 9.4(a)(i)(8) and (B) in the case of First Union, when added to all other any payments made to such Person hereunder, equal to a return First Union on account of 8.5% per annum cumulative interest on the Property Loan Amount and any distributions made to the Borrower EquityClass B Member by the Company, respectivelyand in the case of the MARC Members, any Operating Cash Flow or Capital Proceeds retained by the Company or distributed to its Members other than the Class B Member; (j9) Ninth, to each of the First Union Lender and the Borrower, Members in proportion to the amounts that they are entitled to receive pursuant to this Section 5.2(j), 9.4(a)(ii)(9) (without regard to the actual amount of Capital Proceeds available for distribution to be applied them pursuant to this Section 5.2(jsubparagraph (9)) until the First Union Lender shall have received pursuant to this Section 5.2(j9.4(a)(ii)(9), an amount which, when added to the total amount of all Prior Distributions/Payments made to the First Union Lender and its Affiliates equals the First Union Total Capital, and the Borrower MARC Members shall have received pursuant to this Section 5.2(j9.4(a)(ii)(9), an amount in the aggregate which, when added to the total amount of all Prior Distributions/Payments made to the Borrower MARC Members and its their Affiliates equals the MARC Total Capital;. For example purposes only, an example of the calculation set forth in this Section 9.4(a)(ii)(9) is set forth as Exhibit C hereto; and (k10) Thereafter, equally between to the Borrower and the First Union LenderMembers in accordance with their respective Adjusted Percentage Interests.

Capital Proceeds. Capital Proceeds (including Capital Proceeds distributed to the Partners in winding up the Company) remaining after the payment of any debts and liabilities of the Company and the Subsidiaries (through a capital contribution to the Subsidiaries) due and payable at such time and the establishment of any reserves which the General Partner reasonably determines to be necessary to provide for any contingent or unforeseen liabilities or obligations of the Company of the Subsidiaries, (provided that at such time as the General Partner determines to be advisable, the balance of the reserves remaining after the payment of such contingencies shall be applied within five Business Days of the receipt by the Borrower or Property Owner of such deemed Capital Proceeds as followsavailable for distribution) shall be distributed in accordance with the following order of priority: (a) [Intentionally Omitted]; (bi) First, to fully satisfy both principal and accrued interest any outstanding Covered Loans with respect to the Property CNL Partners, pro rata to the holders of the Covered Notes; (c) Second, to fully satisfy any TI/Cap Ex Loans with respect to the Property pro rata to the holders of the TI/Cap Ex Loans; (d) Third, to fully satisfy any Reposition Loan with respect to the Property pro rata to the holders of the Reposition Notes; (e) Fourth, to the First Union Lender until it shall have received all accrued and unpaid interest on the Loan; (f) Fifth, to the First Union Lender until it shall have received the principal then outstanding on the Loan; (g) Sixth, to the Borrower until it shall have received an amount when added to all other amounts retained pursuant to Section 5.1(e) and Section 5.2(g) and (i) hereof equal to a return on the Borrower Equity at the Interest Rate as in effect from time to time; (h) Seventh, to the Borrower until it shall have received an amount equal to the unpaid Borrower Equity; (i) Eighth, to the First Union Lender and the Borrower, 60% and 40%, respectively, until they have each received an amount, when added to all other payments made to such Person hereunder, equal to a return of 8.5% per annum cumulative on the Loan Amount and the Borrower Equity, respectively; (j) Ninth, to each of the First Union Lender and the Borrowerrata, in proportion to the amounts that they are entitled amount of each such Partner’s Net Unreturned Capital until the aggregate amount distributed to receive such Partners pursuant to this Section 5.2(j5.1 for all Fiscal Years provides the CNL Partners with an 11% Internal Rate of Return on their Capital Contributions (“CNL First Tier IRR Amount”); (ii) Second, (without regard to C▇▇▇ ▇▇ until the aggregate amount distributed to the actual amount of Capital Proceeds to be applied C▇▇▇ ▇▇ pursuant to this Section 5.2(j5.1 for all Fiscal Years provides the C▇▇▇ ▇▇ with an 11% Internal Rate of Return on its Capital Contributions (“C▇▇▇ ▇▇ First Tier Subordinated IRR Amount”); (iii) Third, to the Partners, pro rata, in proportion to their respective Percentage Interests, until the First Union Lender shall have received aggregate amount distributed to such Partners pursuant to this Section 5.2(j5.1 for all Fiscal Years provides each such Partner with an 14% Internal Rate of Return on their respective Capital Contributions (“Second Tier IRR Amount”); (iv) Fourth, an amount which, when added 60% to the total CNL Partners, pro rata, in proportion to the amount of all Prior Distributions/Payments made to the First Union Lender and its Affiliates equals the First Union Total Capitaleach such Partner’s respective Adjusted Percentage Interest, and 40% to C▇▇▇ ▇▇ until the Borrower shall have received aggregate amount distributed to such Partners pursuant to this Section 5.2(j5.1 for all Fiscal Years provides each such Partner with an 16% Internal Rate of Return on their respective Capital Contributions (“Third Tier IRR Amount”), an amount which, when added to the total amount of all Prior Distributions/Payments made to the Borrower and its Affiliates equals the MARC Total Capital;; and (kv) Thereafter, equally between 50% to the Borrower CNL Partners, pro rata, in proportion to the amount of each such Partner’s respective Adjusted Percentage Interest, and the First Union Lender50% to C▇▇▇ ▇▇.

Capital Proceeds. Except as otherwise set forth herein, Capital Proceeds (including Capital Proceeds distributed to the Members in winding up the Company pursuant to Section 13.3) shall be applied within five Business Days and distributed in the following order of the receipt by the Borrower or Property Owner of such Capital Proceeds as followspriority: (a) [Intentionally Omitted]; (b) First, to fully satisfy both principal and accrued interest any outstanding Covered Loans with respect to the Property pro rata to the holders of the Covered Notes; (c) Second, to fully satisfy any TI/Cap Ex Loans with respect to the Property pro rata to the holders of the TI/Cap Ex Loans; (d) Third, to fully satisfy any Reposition Loan with respect to the Property pro rata to the holders of the Reposition Notes; (e) Fourth, to the First Union Lender until it shall have received all accrued and unpaid interest on the Loan; (f) Fifth, to the First Union Lender until it shall have received the principal then outstanding on the Loan; (g) Sixth, to the Borrower until it shall have received an amount when added to all other amounts retained pursuant to Section 5.1(e) and Section 5.2(g) and (i) hereof equal to a return on the Borrower Equity at the Interest Rate as in effect from time to time; (h) Seventh, to the Borrower until it shall have received an amount equal to the unpaid Borrower Equity; (i) Eighthfirst, to pay any debts or liabilities of the Company and the Subsidiary other than debts and liabilities (1) incurred in connection with the Capital Transaction that produces such Capital Proceeds, or (2) owed to Members, and then to pay, if applicable, the costs and expenses of winding up and terminating the Company and the Subsidiary; (ii) next, to establish any reserves that the Managing Member reasonably determines to be necessary to provide for any contingent or unforeseen liabilities or obligations of the Company or the Subsidiary; but at the expiration of such period of time as the Managing Member reasonably determines to be advisable, the balance of the reserves remaining after the payment of such contingencies shall be distributed in the manner hereinafter provided in this Section 5.1(b); (iii) next, to pay any debts or liabilities of the Company to Members; (iv) next, to the First Union Lender and the BorrowerMembers, 60% and 40%, respectivelypro rata in proportion to their respective Priority Return Percentage Interests, until they and unless the Members shall have each received an amountreceived, when added through Distributions pursuant to all other payments made to such Person hereunderthis clause (iv) and/or clause (a)(i) of this Section, equal to a return of 8.5% per annum cumulative Cumulative *** Return on the Loan Amount and aggregate amount of the Borrower Equity, respectivelybalances in the Members' Priority Contribution Accounts as of the end of the applicable Fiscal Quarter; (jv) Ninthnext, to the Members, pro rata in proportion to their respective Priority Return Percentage Interests, until and unless the Members shall have received Distributions pursuant to this clause (v) and/or clause (a)(ii) of this Section sufficient to have reduced the balance in each Member's Priority Contribution Account to zero; (vi) next, to the Class A Members, pro rata in proportion to their respective Percentage Interests, until and unless the Class A Members shall have received, through Distributions pursuant to this clause (vi) and/or clause (a)(iii) of this Section, a Cumulative *** Return on the First Union Lender Class A Member Subordinated Contribution Amounts; (vii) next, to the Class A Members, pro rata in proportion to their respective Percentage Interests, until and unless the BorrowerClass A Members shall collectively have received Distributions under this clause (vii) and/or clause (a)(iv) of this Section equal in the aggregate to the Class A Member Subordinated Contribution Amounts; (viii) next, to the Members, pro rata, in proportion to the amounts that they are entitled to receive positive balances in their Capital Accounts (as constituted after allocating, in the case of a sale or other disposition of the Company's or the Subsidiary's assets, the Profit or Loss from such sale or other disposition, and after reduction by Distributions pursuant to this Section 5.2(jthe foregoing provisions), (without regard to the actual amount of Capital Proceeds to be applied pursuant to this Section 5.2(j)) until the First Union Lender shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount Capital Accounts of all Prior Distributions/Payments made Members are reduced to the First Union Lender and its Affiliates equals the First Union Total Capital, and the Borrower shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the Borrower and its Affiliates equals the MARC Total Capital;zero; and (kix) Thereafterthereafter, equally between among the Borrower and the First Union LenderMembers, pro rata, in proportion to their respective Percentage Interests.

Capital Proceeds. Capital Proceeds shall be applied and paid to the applicable Persons within five Business Days days of the receipt thereof by the Borrower or Property Owner of such Capital Proceeds Company, as follows: (a) [Intentionally Omitted]; (b1) First, to fully satisfy both principal and accrued interest any outstanding Covered Loans with respect to the Property pro rata to the holders of the Covered Notesall Senior Loans; (c2) Second, in an amount sufficient to fully satisfy all amounts due on any outstanding TI/Cap Ex Loans with respect to the such Property pro rata to the holders lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal together with an amount, to the extent required, to provide the sole lender of the any such TI/Cap Ex LoansLoan with its 15% internal rate of return; (d3) Third, in an amount sufficient to fully satisfy all amounts due on any Reposition Loan outstanding Covered Loans with respect to the such Property pro rata to the holders lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal together with an amount, to the extent required, to provide the sole lender of the Reposition Notesany such Covered Loan with its 15% internal rate of return; (e4) Fourth, in an amount sufficient to fully satisfy all amounts due on any outstanding Reposition Loans with respect to such Property pro rata to the lenders thereof or to the sole lender thereof which shall be applied first to accrued and unpaid interest and then to principal together with an amount, to the extent required, to provide the sole lender of any such Reposition Loan with its 15% internal rate of return; (5) Fifth, to the First Union Lender until it shall have received all accrued and unpaid interest on the Loan; (f6) FifthSixth, to the First Union Lender until it shall have received the outstanding principal then outstanding on balance due under the Loan; (g7) SixthSeventh, to the Borrower Members who have made Additional Capital Contributions in an amount, when added to all distributions made pursuant to Sections 9.4(a)(i)(6) and (7) equals the Additional Capital Preferred Return and the Additional Capital Contributions, to be distributed pro rata, which shall be applied first to accrued and unpaid interest and then to the Additional Capital Contributions; and (8) Eighth, to the Class A Members (to be allocated among them based on their respective Percentage Interests) until it they shall have received an amount received, when added to all other amounts retained distributions received by the Class A Members pursuant to this Section 5.1(e9.4(a)(ii)(8) and Section 5.2(g9.4(a)(i)(8) and (i) hereof an amount equal to a cumulative return of 7.65% per annum on the Borrower Equity at the Interest Rate as in effect Class A Member Amount outstanding from time to time; (h9) SeventhNinth, to the Borrower Class A Members (to be allocated among them based on their respective Percentage Interests) until it they shall have received an amount which when added to any amounts received pursuant to Section 9.4(a)(i)(8) hereof which are in excess of the amounts required to be distributed pursuant to Section 9.4(a)(ii)(8) is equal to the Unreturned Class A Member Amount; (10) Tenth, to the Class A Members (to be allocated among them based on their respective Percentage Interests) until they have received an amount equal to the unpaid Borrower EquityClass A Shortfall; (i11) EighthEleventh, [51%/40%] to the First Union Lender Class A Members (to be allocated among them based on their respective Percentage Interests) and [49%/60%] to the Borrower, 60% and 40%, respectivelyClass B Member, until they have each received an amount, when added to all other payments made to such Person hereunder, a cumulative return equal to a return of 8.5% the Applicable Rate per annum cumulative on the Loan Class A Member Amount and the Borrower EquityClass B Member Amount, respectively;as applicable, outstanding from time to time; and [PERCENTAGES WILL BE 51% - 49% IF SUBSEQUENT ADVANCE HAS NOT BEEN MADE] (j) Ninth, to each of the First Union Lender and the Borrower, in proportion to the amounts that they are entitled to receive pursuant to this Section 5.2(j), (without regard to the actual amount of Capital Proceeds to be applied pursuant to this Section 5.2(j)) until the First Union Lender shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the First Union Lender and its Affiliates equals the First Union Total Capital, and the Borrower shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the Borrower and its Affiliates equals the MARC Total Capital; (k12) Thereafter, equally between [59.1667%/50%] to the Borrower Class A Members (to be allocated among them based on their respective Percentage Interests) and [40.8333%/50%] to the First Union Lender.Class B Member. [PERCENTAGES WILL BE 59.1667% - 40.8333% IF THE SUBSEQUENT ADVANCE HAS NOT BEEN MADE]

Capital Proceeds. Following the receipt by the Partnership of Capital Proceeds, a portion of such Capital Proceeds sufficient for each Limited Partner to pay its tax liabilities which arise in respect of the Capital Event giving rise to such Capital Proceeds, determined as set forth in Section 8.2 above, shall be distributed to the Limited Partners pursuant to Section 8.2 above. If the General Partner, in its sole discretion, determines that the Partnership shall distribute any remaining Capital Proceeds, such Capital Proceeds shall be applied within five Business Days of distributed among the receipt by the Borrower or Property Owner of such Capital Proceeds Limited Partners as follows: (a) [Intentionally Omitted]First, to pay the creditors of the Partnership, including all outstanding amounts then due under the Notes and the Convertible Notes in accordance with the terms thereof; Second, to the Limited Partners in a manner to cause the cumulative prior and current Capital Proceeds distributed to each of the Limited Partners to be in the same relative proportions as the Limited Partners' respective Percentage Interests; provided, however, that Capital Proceeds shall be distributed in accordance with this Section 8.6(a) only if it results in the receipt by the Class A Limited Partners of cumulative distributions of Capital Proceeds in an amount at least equal to twice the sum of the Class A Limited Partners' aggregate Capital Contributions; (b) Upon a Qualifying Capital Event, the Capital Proceeds resulting therefrom shall be distributed as follows: (i) First, to fully satisfy both principal pay the creditors of the Partnership, including all outstanding amounts then due under the Notes and accrued interest any outstanding Covered Loans the Convertible Notes in accordance with respect the terms thereof; (ii) Second, to the Property pro rata Class A Limited Partners in proportion to and to the extent of each such Class A Limited Partners' Unreturned Initial Capital Contributions; and (iii) Third, to the Limited Partners in proportion to and to the extent of their Unreturned Subsequent Capital Contributions. (c) In the event of a Non-Qualifying Capital Event to which clause (a) above does not apply, the Capital Proceeds resulting therefrom shall be distributed as follows: (i) First to pay the creditors of the Partnership, including all outstanding amounts then due under the Notes and the Convertible Notes in accordance with the terms thereof; (ii) Second, to the Class A Limited Partners in proportion to their respective Percentage Interests in an aggregate amount equal to the cumulative amount (including interest) paid to the holders of the Covered Notes;; and (ciii) Second, to fully satisfy any TI/Cap Ex Loans with respect to the Property pro rata to the holders of the TI/Cap Ex Loans; (d) Third, to fully satisfy any Reposition Loan with respect to the Property pro rata to the holders of the Reposition Notes; (e) FourthThereafter, to the First Union Lender until it shall have received all accrued and unpaid interest on the Loan; (f) Fifth, to the First Union Lender until it shall have received the principal then outstanding on the Loan; (g) Sixth, to the Borrower until it shall have received an amount when added to all other amounts retained pursuant to Section 5.1(e) and Section 5.2(g) and (i) hereof equal to a return on the Borrower Equity at the Interest Rate as in effect from time to time; (h) Seventh, to the Borrower until it shall have received an amount equal to the unpaid Borrower Equity; (i) Eighth, to the First Union Lender and the Borrower, 60% and 40%, respectively, until they have each received an amount, when added to all other payments made to such Person hereunder, equal to a return of 8.5% per annum cumulative on the Loan Amount and the Borrower Equity, respectively; (j) Ninth, to each of the First Union Lender and the Borrower, Limited Partners in proportion to the amounts that they are entitled to receive pursuant to this Section 5.2(j), (without regard to the actual amount of Capital Proceeds to be applied pursuant to this Section 5.2(j)) until the First Union Lender shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the First Union Lender and its Affiliates equals the First Union Total Capital, and the Borrower shall have received pursuant to this Section 5.2(j), an amount which, when added to the total amount of all Prior Distributions/Payments made to the Borrower and its Affiliates equals the MARC Total Capital; (k) Thereafter, equally between the Borrower and the First Union Lendertheir Percentage Interests.