Common use of Collection and Allocation of Payments and Other Amounts Clause in Contracts

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents due and owing or payable to any Person and (ii) each Person entitled thereto, the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account and shall disburse such amounts in accordance with this Section 12.1, such amounts received from any Credit Party. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be allocated and disbursed by the Collateral Agent first, ratably to the Lenders and the Certificateholders for application to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable and to the payment of accrued yield on the Certificates and thereafter any portion of the Certificateholder Advances then due and payable; and second, if no Potential Default or Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuing, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (A) the first date thereafter on which no Potential Default or Event of Default shall be continuing (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and (C) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof). (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 or 16 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any of the Obligations as provided in the Related Documents.

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has The Lessee and the Construction Agent have agreed pursuant to Section 5.9 and otherwise in accordance with the terms of this Participation Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person the Lessor or the Owner Trustee and (ii) each Person entitled thereto, Holder as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.110.7, such amounts received from the Lessee or the Construction Agent and all other payments, receipts and other consideration of any Credit Partykind whatsoever received by the Agent pursuant to the Security Agreement or otherwise received by the Agent, the Holders or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements. (ba) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated and disbursed by the Collateral Agent first, ratably to the Lenders and the Certificateholders Holders for application and allocation to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable Loans and to the payment of accrued yield on Holder Yield with respect to the Certificates and thereafter any portion of the Certificateholder Advances then due and payableHolder Advances; and second, if no Potential Default or Event of Default has occurred and is continuing in effect, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate) and (II) the Maturity Date or the expiration Date, as the case may be (or, if earlier, the date of any Acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12Section 10.7(b)(iv) and hereof. The Agent shall distribute to (Cx) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof). (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 or 16 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its propertyratably based on their respective Commitments, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any of the Obligations as provided in the Related Documents.all

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party The Lessee has agreed pursuant to Section 5.9 5.5 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted PaymentsPayments and Supplemental Rent) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person hereto and (ii) each Person entitled thereto, as appropriate the Excepted PaymentsPayments and Supplemental Rent. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from the Lessee and all other payments, receipts and other consideration of any Credit Partykind whatsoever received by the Agent pursuant to the Security Agreement or otherwise received by the Agent, the Lessor or any of the Primary Financing Parties in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Primary Financing Parties under this Section 8.7 shall be made based on the ratio of the amounts outstanding under the Financing to the aggregate Property Cost. Ratable distributions among the Lenders under this Section 8.7 shall be made based on the ratio of the amounts outstanding under an individual Lender's Note to the aggregate of all amounts outstanding under all of the Lenders' Notes. (b) Payments and other amounts received by the Collateral Agent or Lessor from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows:follows (subject in all cases to Section 8.7(c)): (i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated and disbursed by the Collateral Agent if no Default or Event of Default is in effect, first, ratably to the Lenders and the Certificateholders Primary Financing Parties for application and allocation to the payment of interest on the Advances Loans and Lessor Yield on the Lessor Advance and thereafter the principal of the Advances then Loans and the principal amount of the Lessor Advance which is due and payable on such date; second, to any and all other amounts owing under the Operative Agreements to the payment of accrued yield on the Certificates and thereafter any portion of the Certificateholder Advances then due and payablePrimary Financing Parties; and secondthird, if no Potential Default or Event of Default has occurred and is continuing any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) amounts shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate) and (II) the Expiration Date (or, if earlier, the date of any Acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and (C) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof8.7(b)(iv). (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 15.1(a) or 16 15.1(g) of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required the Termination Value in connection with the delivery of a Termination Notice pursuant to be made Article XVI of the Lease, or elected (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to be made by transfer the Construction Agent Properties to the Lessor Lessee pursuant to the terms Section 20.3 of the Construction Agency AgreementLease, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 8.7(b)(iii) hereof; provided, that any excess shall be paid to the Lessee or its designee in accordance with Section 15.1 of the Lease. (iii) An amount equal to any payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereof, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents or otherwise, the execution of remedies set forth in the Lease and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease shall be applied and allocated by the Agent first, to the payment to the Lessor of the outstanding principal balance of all Lessor Advances plus all outstanding Lessor Yield with respect to such outstanding Lessor Advances, second, to any and all other amounts owing under the Operative Agreements to the Lessor, third, ratably to the payment of the principal and interest of the Loans then outstanding, fourth, to any and all other amounts owing under the Operative Agreements to the Lenders under the Loans, and fifth, to the extent moneys remain after application and allocation pursuant to clauses first through fourth above, to the Lessor for application and allocation to any and all other amounts owing to any Financing Party and as the Lessor shall determine. (iv) An amount equal to (A) any such payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.7(b)(i) or 8.7(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties), shall be applied and allocated by the Agent first, ratably, to the payment of the principal and interest balance of Loans then outstanding, second, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreements, third, to the payment of the principal balance of all Lessor Advances plus all outstanding Lessor Yield with respect to such outstanding Lessor Advance, fourth, to the payment of any other amounts owing to the Lessor hereunder or under any of the other Operative Agreements, and fifth, to the extent moneys remain after application and allocation pursuant to clauses first through fourth above, to the Lessor for application and allocation to any other amounts owing to any Financing Party as the Lessor shall determine. (v) An amount equal to any such payment identified as Additional Supplemental Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing as Supplemental Rent to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of them) Persons entitled thereto (other than any such amounts payable pursuant to the preceding provisions of this Section 12.18.7(b)) as shall be determined by the Collateral Agent in its reasonable discretion;; provided, however, that Supplemental Rent received upon the exercise of remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.7(b)(iv). (ivvi) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that Upon the payment in full of the Loans, the Lessor Advances and all other amounts then due and owing by the Borrower hereunder or under any Credit Document and the payment in full of all other amounts then due and owing to the Lenders, the Lessor, the Agent and the other Financing Parties pursuant to the Operative Agreements, any moneys remaining with the Agent shall be returned to the Lessee. It is agreed that, prior to the application and allocation of amounts received by the Agent in the order described in Section 8.7(b) above or any distribution of money to the Lessee, any such amounts shall first be applied and allocated to the payment of (i) it shall not exercise any rights and all sums advanced by the Agent in order to preserve the Collateral or remedies against any Credit Party or to preserve its propertyLien thereon, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the sole party entitled to exercise rights and remedies against the Lessor; providedCollateral, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any exercise by the Agent of its rights under the Obligations as provided Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Agent under or in connection with the Related Documentstransactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party The Lessee has agreed pursuant to Section 5.9 5.8 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent Bank any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account and shall disburse such amounts in accordance with this Section 12.1, such amounts received from any Credit Party. (b) Payments and other amounts received by the Collateral Agent Bank from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be allocated and disbursed by the Collateral Agent Bank first, ratably to the Lenders and the Certificateholders for application to the payment of interest on the Advances Loans and thereafter the principal of the Advances then Loans which is due and payable and on such date; second, to the payment of accrued yield on Holder Yield with respect to the Certificates Holder Advances and thereafter any the portion of the Certificateholder Holder Advances then which is due and payableon such date; and secondthird, if no Potential Default or Event of Default has occurred and is continuing in effect, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event . (c) Upon the termination of Default has occurred the Commitments and is continuing, such excess (if any) shall instead be held the payment in full of the Loans and all other amounts owing by the Collateral Agent until Owner Trustee hereunder or under any Credit Document and the earlier payment in full of (A) all amounts owing to the first date thereafter on which no Potential Default or Event of Default Holder and the Owner Trustee under the Trust Agreement, any moneys remaining with the Bank shall be continuing (in which case such payments returned to the Lessee or returns shall then be made to such other Person or Persons as the Lessee may designate). In the event of an Acceleration it is agreed that, (Bprior to the application and allocation of amounts received by the Bank in the order described in Section 8.7(b) the Final Date (in which case above, any such amounts shall first be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and (C) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof). (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 or 16 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights and all sums advanced by the Bank in order to preserve the Collateral or remedies against any Credit Party or to preserve its propertyLien thereon, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the sole party entitled to exercise rights and remedies against the Lessor; providedCollateral, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any exercise by the Bank of its rights under the Obligations as provided Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Bank under or in connection with the Related Documentstransactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.7 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements, in each case, due and owing or payable to any Person Financing Party and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit Party and all other payments, receipts and other consideration of any kind whatsoever received by the Agent or any Lessor Party in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Lessor Parties under this Section 8.7 shall be made based on the ratio of the various Lessor Party.’s outstanding Lessor Advances to the aggregate Property Cost. If, and to the extent that both ▇▇▇▇ ▇▇▇▇▇▇ Advances and ▇▇▇ ▇▇▇▇▇▇ (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: follows (subject in all cases to Sections 8.7(c)(i), (ii) and (iii)): (i) Any such payment or amount identified as or deemed to be Basic Rent Rent, any amount in respect of a Casualty referenced in the last two sentences of Section 3.4(b) of the Agency Agreement or any amount in respect of a Condemnation referenced the last two sentences of Section 3.5(b) of the Agency Agreement shall be applied and allocated and disbursed by the Collateral Agent Agent: first, ratably to the Lenders and the Certificateholders Lessor Parties for application to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable and allocation to the payment of accrued yield on Lessor Yield with respect to the Certificates Lessor Advances and thereafter any portion of ratably to the Certificateholder outstanding Lessor Advances then which are due and payablepayable on such date; and second, if no Potential a Default or Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made pursuant to such other Person or Persons as “third” below) and (II) the Lessee may designateExpiration Date (or, if earlier, the date of any acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) Section 8.7(b)(iv); and (C) the date of third, any Acceleration (in which case such amounts excess shall be applied and allocated in paid to the manner set forth in Section 12.5 hereof)Lessee. (ii) If Except as otherwise specified pursuant to (A) Section 3.4(b) of the Agency Agreement, Section 3.5(b) of the Agency Agreement or Section 15.1(a) of the Lease (regarding amounts payable to the Construction Agent or the Lessee, as applicable) and (B) Section 8.7(b)(i) (regarding allocation of amounts referenced in the last two sentences of Section 3.4(b) of the Agency Agreement and the last two sentences of Section 3.5(b) of the Agency Agreement), if (other than as specified in the foregoing subsection (A) or (B)) on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 Section 3.4 or 16 3.5 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), Agency Agreement or (BSection 15.1(a) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency AgreementLease, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents in accordance with Section 8.7(b)(iii)(x) hereof. (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any of the Obligations as provided in the Related Documents.iii)

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 Promptly after receipt, the Agent shall, in its reasonable judgment identify the nature of, and otherwise apply and allocate, in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and Section 8.7, all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents due and owing or payable to any Person and (ii) each Person entitled thereto, the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account and shall disburse such amounts in accordance with this Section 12.1, such amounts received from any Credit PartyParty and all other payments, receipts and other consideration of any kind whatsoever received by the Agent pursuant to the Security Agreement or otherwise received by the Agent, the Holders or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Lenders and the Holders pursuant to this Section 8.7 shall be made based on (in the case of the Lenders) the ratio of the outstanding Loan to the Advance and (in the case of the Holders) the ratio of the outstanding Holder Advance to the Advance. Ratable distributions among the ▇-▇, ▇-▇, or B Lenders shall be made based on the ratio of the individual Lender's Commitment to the aggregate of all the ▇-▇, ▇-▇, or B Lenders' Commitments, as applicable. Ratable distributions among the Holders pursuant to this Section 8.7 shall be based on the ratio of the individual Holder's Holder Commitment to the aggregate of all the Holders' Holder Commitments. (b) Payments and other All amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (aSection 8.7(a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated and disbursed by the Collateral Agent first, ratably to the Lenders and the Certificateholders Holders for application and allocation to the payment of interest on the Advances Loan and thereafter the principal of the Advances then Loan which is due and payable on such date and to the payment of accrued yield on Holder Yield with respect to the Certificates Holder Advance and thereafter any the portion of the Certificateholder Advances then Holder Advance which is due and payableon such date; and second, if no Potential Default or Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuing, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (A) the first date thereafter on which no Potential Default or Event of Default shall be continuing (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and (C) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof).and (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 15.1(a) or 16 15.1(g) of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required the delivery of a Termination Notice pursuant to be made Article XVI of the Lease, or elected (C) the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to be made by transfer the Construction Agent Properties to the Lessor Lessee pursuant to the terms Section 20.3 of the Construction Agency AgreementLease, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding Lenders and the Holders, ratably, toward the prepayment of the principal balance of the Advances Loan and the outstanding amount of the Certificateholder Advances, on a pro rata basis, Holder Advance or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof8.7(b)(iii). (iiiA) An the payment to the A-1 Lenders of any other amounts owed to them under the Operative Agreements, fifth, ratably to the payment to the Holders of the ----- outstanding Holder Yield and then the outstanding balance of the Holder Advance, sixth, ratably to the payment to the Holders of any other amounts owed to the ----- Holders under the Operative Agreements, and seventh, to the extent moneys remain ------- after application and allocation pursuant to clauses first through sixth above, to the Owner Trustee for application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine; provided where no Event of Default exists and is continuing and a prepayment is -------- made for any reason with respect to less than the full amount of the outstanding principal amount of the Loan and the outstanding Holder Advance, the proceeds shall be applied and allocated ratably to the Lenders and to the Holders. (B) Subject to Section 8.7(c), an amount equal to any such payment identified as Additional proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Lessee Collateral Properties or any portion thereof, or any other Collateral under the Subordinate Security Agreement, whether pursuant to the exercise of remedies under the Security Documents or otherwise, shall be applied and allocated by the Agent first, ratably to the ----- payment to the A-2 Lenders and the B Lenders of the outstanding interest and then principal of the A-2 Notes and the B Notes, second, ratably to the payment ------ to the A-2 Lenders and the B Lenders of any other amounts owed to them under the Operative Agreements, third, ratably to the payment to the Holders of the ----- outstanding Holder Yield and then the outstanding balance of the Holder Advance, fourth, ratably to the payment to the Holders of any other amounts owed to the ------ Holders under the Operative Agreements, fifth, ratably to the payment to the A-1 ----- Lenders of the outstanding interest and then principal of the A-1 Notes, sixth, ----- ratably to the payment to the A-1 Lenders of any other amounts owed to them under the Operative Agreements, and seventh, to the extent moneys remain after ------- application and allocation pursuant to clauses first through sixth above, to the Owner Trustee for application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine; provided -------- where no Event of Default exists and is continuing and a prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loan and the outstanding Holder Advance, the proceeds shall be applied and allocated ratably to the Lenders and to the Holders. (A) Subject to Section 8.7(c), an amount equal to any payment identified as a payment of the Maximum Residual Guarantee Amount (and any lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties, shall be applied and allocated by the Agent first, ratably, ----- to the payment of the principal and interest balances of the A-1 Notes and the A-2 Notes then outstanding, second, ratably to the payment of the principal and ------ interest balances of the B Notes then outstanding, third, ratably to the payment ----- of the principal balance of the Holder Advance plus all outstanding Holder Yield with respect to such outstanding Holder Advance, fourth to the payment of any ------ other amounts owing to the Lenders hereunder or under any of the other Operative Agreement, and fifth, to the extent moneys remain after application and ----- allocation pursuant to clauses first through fourth above, to the Owner Trustee ----- ------ for application and allocation to any other amounts owing to the Holders or the Owner Trustee, as the Holders shall determine. (B) Subject to Section 8.7(c), an amount equal to (1) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.7(b)(i) or 8.7(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties), and (2) any other amount payable by any Guarantor pursuant to Section 6B, shall be applied and allocated by the Agent first, ratably, to the payment of the principal and ----- interest balances of the A-2 Notes and the B Notes then outstanding, second, ------ ratably to the payment of the principal and interest balances of the A-1 Notes then outstanding, third, ratably to the payment of the principal balance of the ----- Holder Advance plus all outstanding Holder Yield with respect to such outstanding Holder Advance, fourth to the payment of any other amounts owing to ------ the Lenders hereunder or under any of the other Operative Agreement, and fifth, ----- to the extent moneys remain after application and allocation pursuant to clauses first through fourth above, to the Owner Trustee for application and allocation ----- ------ to any other amounts owing to the Holders or the Owner Trustee, as the Holders shall determine. (v) A payment of Supplemental Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders Holders and the other parties to the Related Documents Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) 8.7(b)), as the Agent shall be determined by the Collateral Agent determine in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein Supplemental Rent received upon the exercise of remedies -------- ------- after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be deemed to preclude or prohibit applied and allocated as set forth in Section 8.7(b)(iv). (vi) [not used] (c) Upon the acceleration payment in full of the maturity Loan and all other amounts owing by the Owner Trustee hereunder or under any Credit Document and the payment in full of all amounts owing to the Holders and the Owner Trustee under the Trust Agreement, any moneys remaining with the Agent shall be returned to the Owner Trustee or such other Persons as the Holders may designate for application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine. If an Acceleration has occurred, then before the application and allocation of amounts received by the Agent in the order described in Section 8.7(b) above, any such amounts shall first be applied and allocated to the payment of (i) any and all sums advanced by the Agent in order to preserve the Collateral or to preserve its Lien thereon; (ii) the expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the Collateral, or of any exercise by the Agent of its rights under the Obligations as provided Security Documents, together with reasonable attorneys' fees and expenses and court costs; and (iii) any and all other amounts reasonably owed to the Agent under or in connection with the Related Documentstransactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees). (d) [not used] (e) [not used]

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has The Lessee and the Construction Agent have agreed pursuant to Section 5.9 and otherwise in accordance with the terms of this Participation Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person the Lessor or the Owner Trustee and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.110.7, such amounts received from the Lessee or the Construction Agent and all other payments, receipts and other consideration of any Credit Partykind whatsoever received by the Agent pursuant to the Security Agreement or otherwise received by the Agent, the Holders or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated and disbursed by the Collateral Agent first, ratably to the Lenders and the Certificateholders Holders for application and allocation to the payment of interest on the Advances Loans and thereafter the principal of the Advances then Loans which is due and payable on such date and to the payment of accrued yield on Holder Yield with respect to the Certificates Holder Advances and thereafter any the portion of the Certificateholder Holder Advances then which is due and payableon such date; and second, if no Potential Default or Event of Default has occurred and is continuing in effect, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and Section 10.7(b)(iv). The Agent shall distribute to (Cx) the date Lenders, ratably based on their respective Commitments, all proceeds of any Acceleration (in Interest Payment Loans which case such amounts shall be applied and allocated in to the manner set forth in Section 12.5 hereof)interest on the Loans due and payable prior to the Rent Commencement Date and (y) the Holders, based on their respective Holder Commitments, all proceeds of Holder Advances made with respect to the aggregate amount of Holder Yield on the Holder Advances prior to the Rent Commencement Date. (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 15.1(a) or 16 15.1(g) of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances Loans and the outstanding amount of the Certificateholder Holder Advances, on a pro rata basis, a portion of such amount to be distributed to the Lenders and the Holders, such amount computed (x) in the case of the Loans, based on the ratio of the Loans to the aggregate Property Cost and (y) in the case of the Holder Advances, based on the ratio of the Holder Advances to the aggregate Property Cost or (2) if an Acceleration has occurred, to apply and allocate such the proceeds respecting Sections 10.7(b)(ii)(A) - (D) in accordance with Section 12.5 10.7(b)(iii) hereof. (iii) Subject to Section 10.7(c), an amount equal to any payment identified as proceeds of the sale (or lease upon the exercise of remedies) of the Properties or any portion thereof, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents or otherwise, the execution of remedies set forth in Section 17.6 of the Lease and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) shall be applied and allocated by the Agent first, ratably to the payment of the principal and interest of the Tranche B Loans then outstanding, second, ratably to the payment to the Holders of an amount not to exceed the outstanding principal balance of all Holder Advances plus all outstanding Holder Yield with respect to such outstanding Holder Advances, third, to the extent such amount exceeds the maximum amount to be returned pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche A Loans then outstanding, fourth, to any and all other amounts owing under the Operative Agreements to the Lenders under the Tranche B Loans, fifth, to any and all other amounts owing under the Operative Agreements to the Holders, sixth, to any and all other amounts owing under the Operative Agreements to the Lenders under the Tranche A Loans, and seventh, to the extent moneys remain after application and allocation pursuant to clauses first through sixth above, to the Owner Trustee for application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Owner Trustee and the Holders shall determine; provided, where no Event of Default shall exist and be continuing and a prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Advances, the proceeds shall be applied and allocated ratably to the Lenders and to the Holders based on the ratio of the outstanding principal balance of the Loans and the outstanding Holder Advances to the aggregate of such outstanding amounts of the Loans and the Holder Advances. (iv) Subject to Section 10.7(c), an amount equal to (A) any such payment identified as a payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Section 10.7(b)(i) or (iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties), shall be applied and allocated by the Agent first, ratably, to the payment of the principal and interest balance of Tranche A Loans then outstanding, second, ratably to the payment of the principal and interest balance of the Tranche B Loans then outstanding, third, ratably to the payment of the principal balance of all Holder Advances plus all outstanding Holder Yield with respect to such outstanding Holder Advances, fourth, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreement, and fifth, to the extent moneys remain after application and allocation pursuant to clauses first through fourth above, to the Owner Trustee for application and allocation to Holder Advances and Holder Yield and any other amounts owing to the Holders or the Owner Trustee as the Owner Trustee and the Holders shall determine. (v) An amount equal to any such payment identified as Additional Supplemental Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders Holders and the other parties to the Related Documents Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.110.7(b)) as shall be determined by the Collateral Agent in its reasonable discretion;; provided, however, that Supplemental Rent received upon the exercise of remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 10.7(b)(iv). (ivvi) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that Upon the termination of the Commitments and the payment in full of the Loans and all other amounts owing by the Owner Trustee hereunder or under any other Credit Document and the payment in full of all amounts owing to the Holders and the Owner Trustee under the Trust Agreement, any moneys remaining with the Agent shall be returned to the Owner Trustee or such other Person or Persons as the Owner Trustee may designate. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Agent in the order described in Section 10.7(b) above, any such amounts shall first be applied and allocated to the payment of (i) it shall not exercise any rights and all sums advanced by the Agent in order to preserve the Collateral or remedies against any Credit Party or preserve its propertysecurity interest therein, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the sole party entitled to exercise rights and remedies against the Lessor; providedCollateral, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any exercise by the Agent of its rights under the Obligations as provided Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Agent under or in connection with the Related Documentstransactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.8 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent Bank any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account and shall disburse such amounts in accordance with this Section 12.1, such amounts received from any Credit Party. (b) Payments and other amounts received by the Collateral Agent Bank from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be allocated and disbursed by the Collateral Agent Bank first, ratably to the Lenders and the Certificateholders for application to the payment of interest on the Advances Loans and thereafter the principal of the Advances then Loans which is due and payable and on such date; second, to the payment of accrued yield on Holder Yield with respect to the Certificates Holder Advances and thereafter any the portion of the Certificateholder Holder Advances then which is due and payableon such date; and secondthird, if no Potential Default or Event of Default has occurred and is continuing in effect, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event . (c) Upon the termination of Default has occurred the Commitments and is continuing, such excess (if any) shall instead be held the payment in full of the Loans and all other amounts owing by the Collateral Agent until Owner Trustee hereunder or under any Credit Document and the earlier payment in full of (A) all amounts owing to the first date thereafter on which no Potential Default or Event of Default Holder and the Owner Trustee under the Trust Agreement, any moneys remaining with the Bank shall be continuing (in which case such payments returned to the Lessee or returns shall then be made to such other Person or Persons as the Lessee may designate). In the event of an Acceleration it is agreed that, (Bprior to the application and allocation of amounts received by the Bank in the order described in Section 8.7(b) the Final Date (in which case above, any such amounts shall first be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and (C) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof). (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 or 16 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights and all sums advanced by the Bank in order to preserve the Collateral or remedies against any Credit Party or to preserve its propertyLien thereon, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the sole party entitled to exercise rights and remedies against the Lessor; providedCollateral, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any exercise by the Bank of its rights under the Obligations as provided Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Bank under or in connection with the Related Documentstransactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.7 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements, in each case, due and owing or payable to any Person Financing Party and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit Party and all other payments, receipts and other consideration of any kind whatsoever received by the Agent or any Lessor Party in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Lessor Parties under this Section 8.7 shall be made based on the ratio of the various Lessor Party’s outstanding Lessor Advances to the aggregate Property Cost. If, and to the extent that both Eurodollar Lessor Advances and ABR Lessor Advances are outstanding at a point in time at which payments and other amounts are to be applied and allocated pursuant to this Section 8.7, then such payments and amounts shall first be applied and allocated to the ABR Lessor Advances and next to the Eurodollar Lessor Advances. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows:follows (subject in all cases to Sections 8.7(c)(i), (ii) and (iii)): (i) Any such payment or amount identified as or deemed to be Basic Rent Rent, any amount in respect of a Casualty referenced in the last two sentences of Section 3.4(b) of the Agency Agreement or any amount in respect of a Condemnation referenced the last two sentences of Section 3.5(b) of the Agency Agreement shall be applied and allocated and disbursed by the Collateral Agent Agent: first, ratably to the Lenders and the Certificateholders Lessor Parties for application to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable and allocation to the payment of accrued yield on Lessor Yield with respect to the Certificates Lessor Advances and thereafter any portion of ratably to the Certificateholder outstanding Lessor Advances then which are due and payablepayable on such date; and second, if no Potential a Default or Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made pursuant to such other Person or Persons as “third” below) and (II) the Lessee may designateExpiration Date (or, if earlier, the date of any acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) Section 8.7(b)(iv); and (C) the date of third, any Acceleration (in which case such amounts excess shall be applied and allocated in paid to the manner set forth in Section 12.5 hereof)Lessee. (ii) If Except as otherwise specified pursuant to (A) Section 3.4(b) of the Agency Agreement, Section 3.5(b) of the Agency Agreement or Section 15.1(a) of the Lease (regarding amounts payable to the Construction Agent or the Lessee, as applicable) and (B) Section 8.7(b)(i) (regarding allocation of amounts referenced in the last two sentences of Section 3.4(b) of the Agency Agreement and the last two sentences of Section 3.5(b) of the Agency Agreement), if (other than as specified in the foregoing subsection (A) or (B)) on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 Section 3.4 or 16 3.5 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), Agency Agreement or (BSection 15.1(a) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency AgreementLease, then in each case, the Lessor such amount shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances applied and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds allocated in accordance with Section 12.5 8.7(b)(iii)(x) hereof. (iii) (x) An amount equal to the proceeds from the RVI Policy and an amount equal to any such payment identified as Additional Rent proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Property or any portion thereof, including pursuant to (i) the exercise of remedies under the Security Documents (other than proceeds in an amount equal to the Termination Value which shall be allocated pursuant to Section 8.7(b)(iv)), (ii) the exercise of remedies set forth in the Agency Agreement, (iii) the exercise of remedies set forth in the Lease, or (iv) any payment in respect of excess wear and tear pursuant to Section 21.3 of the Lease, in each case shall be applied and allocated (subject to the following provisos) by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, in accordance with clauses first, second and third of this Section 8.7(b)(iii)(x); provided, prior to such allocation in accordance with clauses first, second and third of this Section 8.7(b)(iii)(x), allocations shall be made in connection with the Lendersexercise of remedies under clause (y) of the second paragraph of Section 5.3(c) of the Agency Agreement, (a) with the Certificateholders Construction Agent retaining the amounts allocable to it under the waterfall provisions of clause (y) of such second paragraph of such Section 5.3(c) and the other parties to the Related Documents (or any of them) (other than any such amounts payable thereunder being allocated pursuant to the preceding first paragraph of this Section 8.7(b) (which first paragraph precedes Section 8.7(b)(i)) and thereafter to the following provisions of this Section 12.18.7(b)(iii)(x); and (b) with the Agent retaining in favor of the Lessor Parties the one percent (1%) interest as shall be determined by referenced in such second paragraph of such Section 5.3(c) regarding any sale or other disposition of the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount Lessor’s interest in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights Property to the extent occurring on or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant prior to any Related Document, arising at law or in equity or otherwise, without the prior written consent second annual anniversary of the Majority Secured Partiesdate Lessor receives notice of, and (ii) or otherwise has knowledge of, the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the LessorAgency Agreement Event of Default; provided, howeverfurther, that nothing herein in connection with the exercise of remedies under the third paragraph of Section 5.3(c) of the Agency Agreement or Section 5.3(d) of the Agency Agreement, there shall be deemed no allocation pursuant to preclude clause third below and in substitution for such clause third, an allocation shall be made ratably to the Lessor Parties based on their respective Lessor Advances outstanding immediately prior to the allocation of proceeds received pursuant to such third paragraph of such Section 5.3(c) or prohibit such Section 5.3(d), as applicable; and provided, prior to such allocation in accordance with clauses first, second and third of this Section 8.7(b)(iii)(x), allocations shall be made in connection with the acceleration exercise of remedies under Section 17.6 of the maturity Lease, with the Lessee retaining the amounts allocable to it under such Section 17.6(c) and the other amounts thereunder being allocated pursuant to the first paragraph of any this Section 8.7(b) (which first paragraph precedes Section 8.7(b)(i)) and thereafter to the following provisions of this Section 8.7(b)(iii)(x): first, ratably to the payment to the Lessor Parties of the Obligations as provided in Lessor Yield with respect to the Related DocumentsLessor Advances and then to the advance amount balance of the Lessor Advances; second, to the extent moneys remain after application and allocation pursuant to clause first above, to all other amounts owing under the Operative Agreements to the Lessor Parties then outstanding; and third, to the extent moneys remain after application and allocation pursuant to clause first through second above, to the Lessee.

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.7 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit PartyParty and all other payments, receipts and other consideration of any kind whatsoever received by any Secured Party in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Mortgage Lenders, the Credit Lenders and the Lessor under this Section 8.7 shall be made based on (in the case of the Mortgage Lenders) the ratio of the outstanding Mortgage Loans to the Property Cost, (in the case of the Credit Lenders) the ratio of the outstanding Credit Loans to the Property Cost, and (in the case of the Lessor) the ratio of the outstanding Lessor Advances to the Property Cost. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows:follows (subject in all cases to Sections 8.7(c)(i), (ii) and (iii)): (i) Any such payment or amount identified as or deemed to be Basic Rent Rent, any amount in respect of a Casualty referenced in the last sentence of Section 3.4(b) of the Agency Agreement or any amount in respect of a Condemnation referenced the last sentence of Section 3.5(b) of the Agency Agreement shall be applied and allocated and disbursed by the Collateral Agent Agent: first, ratably to the Credit Lenders, the Mortgage Lenders and the Certificateholders Lessor for application and allocation to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable Loans and to the payment of accrued yield on Lessor Yield with respect to the Certificates Lessor Advances and thereafter any ratably to the principal of the Loans and the portion of the Certificateholder Lessor Advances then which is due and payablepayable on such date; and second, if no Potential a Lease Default or Lease Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (A) the first date thereafter on which no Potential Lease Default or Lease Event of Default shall be continuing in effect (in which case such payments or returns shall then be made pursuant to such other Person or Persons as the Lessee may designate), “third” below) and (B) the Final Expiration Date (or, if earlier, the date of any Acceleration), in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.7(b)(iv); third, ratably to the applicable provisions of this Article 12) Hedge Banks for application and (C) allocation to the date of payment obligations then owing under the Secured Hedge Agreements; and fourth, any Acceleration (in which case such amounts excess shall be applied and allocated in paid to the manner set forth in Section 12.5 hereof)Lessee. (ii) If Except as otherwise specified pursuant to the last sentence of Section 3.4(b) or the last sentence of Section 3.5(b) of the Agency Agreement, if on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 Section 15.1(a) or 16 15.1(g) of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required to be made Section 3.4 or elected to be made by the Construction Agent to the Lessor pursuant to the terms 3.5 of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of themin accordance with Section 8.7(b)(iii)(x) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified abovehereof. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any of the Obligations as provided in the Related Documents.

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.7 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements, in each case, due and owing or payable to any Person Financing Party and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit Party and all other payments, receipts and other consideration of any kind whatsoever received by the Agent or any Lessor Party in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Lessor Parties under this Section 8.7 shall be made based on the ratio of the various Lessor Party’s outstanding Lessor Advances to the aggregate Property Cost. If, and to the extent that both ▇▇▇▇ ▇▇▇▇▇▇ Advances and ▇▇▇ ▇▇▇▇▇▇ CHAR1\1917164v13 Advances are outstanding at a point in time at which payments and other amounts are to be applied and allocated pursuant to this Section 8.7, then such payments and amounts shall first be applied and allocated to the ABR Lessor Advances and next to the SOFR Lessor Advances. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows:follows (subject in all cases to Sections 8.7(c)(i), (ii) and (iii)): (i) Any such payment or amount identified as or deemed to be Basic Rent Rent, any amount in respect of a Casualty referenced in the last two sentences of Section 3.4(b) of the Agency Agreement or any amount in respect of a Condemnation referenced the last two sentences of Section 3.5(b) of the Agency Agreement shall be applied and allocated and disbursed by the Collateral Agent Agent: first, ratably to the Lenders and the Certificateholders Lessor Parties for application to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable and allocation to the payment of accrued yield on Lessor Yield with respect to the Certificates Lessor Advances and thereafter any portion of ratably to the Certificateholder outstanding Lessor Advances then which are due and payablepayable on such date; and second, if no Potential a Default or Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made pursuant to such other Person or Persons as “third” below) and (II) the Lessee may designateExpiration Date (or, if earlier, the date of any acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) Section 8.7(b)(iv); and (C) the date of third, any Acceleration (in which case such amounts excess shall be applied and allocated in paid to the manner set forth in Section 12.5 hereof)Lessee. (ii) If Except as otherwise specified pursuant to (A) Section 3.4(b) of the Agency Agreement, Section 3.5(b) of the Agency Agreement or Section 15.1(a) of the Lease (regarding amounts payable to the Construction Agent or the Lessee, as applicable) and (B) Section 8.7(b)(i) (regarding allocation of amounts referenced in the last two sentences of Section 3.4(b) of the Agency Agreement and the last two sentences of Section 3.5(b) of the Agency Agreement), if (other than as specified in the foregoing subsection (A) or (B)) on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 Section 3.4 or 16 3.5 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), Agency Agreement or (BSection 15.1(a) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency AgreementLease, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of themin accordance with Section 8.7(b)(iii)(x) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified abovehereof. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any of the Obligations as provided in the Related Documents.

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.7 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit PartyParty and all other payments, receipts and other consideration of any kind whatsoever received by any Secured Party in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Mortgage Lenders, the Credit Lenders and the Lessor under this Section 8.7 shall be made based on (in the case of the Mortgage Lenders) the ratio of the outstanding Mortgage Loans to the Property Cost, (in the case of the Credit Lenders) the ratio of the outstanding Credit Loans to the Property Cost, and (in the case of the Lessor) the ratio of the outstanding Lessor Advances to the Property Cost. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows:follows (subject in all cases to Sections 8.7(c)(i), (ii) and (iii)): (i) Any such payment or amount identified as or deemed to be Basic Rent Rent, any amount in respect of a Casualty referenced in the last sentence of Section 3.4(b) of the Agency Agreement or any amount in respect of a Condemnation referenced the last sentence of Section 3.5(b) of the Agency Agreement shall be applied and allocated and disbursed by the Collateral Agent Agent: first, ratably to the Credit Lenders, the Mortgage Lenders and the Certificateholders Lessor for application and allocation to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable Loans and to the payment of accrued yield on Lessor Yield with respect to the Certificates Lessor Advances and thereafter any ratably to the principal of the Loans and the portion of the Certificateholder Lessor Advances then which is due and payablepayable on such date; and second, if no Potential a Lease Default or Lease Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (A) the first date thereafter on which no Potential Lease Default or Lease Event of Default shall be continuing in effect (in which case such payments or returns shall then be made pursuant to such other Person or Persons as the Lessee may designate), “third” below) and (B) the Final Expiration Date (or, if earlier, the date of any Acceleration), in which case such amounts shall be applied and allocated in the manner contemplated by Section 8.7(b)(iv); third, ratably to the applicable provisions of this Article 12) Hedge Banks for application and (C) allocation to the date of payment obligations then owing under the Secured Hedge Agreements; and fourth, any Acceleration (in which case such amounts excess shall be applied and allocated in paid to the manner set forth in Section 12.5 hereof)Lessee. (ii) If Except as otherwise specified pursuant to the last sentence of Section 3.4(b) or the last sentence of Section 3.5(b) of the Agency Agreement, if on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 Section 15.1(a) or 16 15.1(g) of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) any payment required to be made Section 3.4 or elected to be made by the Construction Agent to the Lessor pursuant to the terms 3.5 of the Construction Agency Agreement, then in each case, the Lessor such amount shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances applied and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds allocated in accordance with Section 12.5 8.7(b)(iii)(x) hereof. (iii) (x) An amount equal to any such payment identified as Additional Rent proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Property or any portion thereof (provided, in connection with the exercise of the Sale Option, an allocation shall be made pursuant to Section 21.1(d) of the Lease with the Lessee retaining the amounts allocable to it under such Section 21.1(d) and the other amounts thereunder being allocated pursuant to the first paragraph of this Section 8.7(b) and thereafter to the following provisions of this Section 8.7(b)(iii)(x)), pursuant to the exercise of remedies under the Security Documents or otherwise, or pursuant to the exercise of remedies set forth in the Agency Agreement (provided, in connection with the exercise of remedies under Section 5.3(b) of the Agency Agreement regarding an Agency Agreement Event of Default other than a Full Recourse Event of Default, an allocation shall be made initially under such Section 5.3(b) with the Construction Agent retaining the amounts allocable to it under such Section 5.3(b) and the other amounts thereunder being allocated pursuant to the first paragraph of this Section 8.7(b) and thereafter to the following provisions of this Section 8.7(b)(iii)(x)) or pursuant to the exercise of remedies set forth in the Lease (provided, in connection with the exercise of remedies under Section 17.6 of the Lease, an allocation shall be made initially under Section 17.6(c) of the Lease with the Lessee retaining the amounts allocable to it under such Section 17.6(c) and the other amounts thereunder being allocated pursuant to the first paragraph of this Section 8.7(b) and thereafter to the following provisions of this Section 8.7(b)(iii)(x)) and any payment in respect of excess wear and tear pursuant to Section 21.3 of the Lease, in each case shall be applied and allocated by the Collateral Agent Agent: first, ratably to the payment of any amounts interest on the Mortgage Loans, then owing to the Collateral Agent, principal balance of the Lenders, Mortgage Loans and then to all other amounts owing under the Certificateholders and the other parties Operative Agreements to the Related Documents (or any of them) (other than any such amounts payable pursuant Mortgage Lenders then outstanding; second, to the preceding provisions of this Section 12.1) as shall be determined by payment to the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent Lessor of the Majority Secured PartiesLessor Yield with respect to the Lessor Advances, and (ii) then to the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration principal balance of the maturity Lessor Advances and then to all other amounts owing under the Operative Agreements to the Lessor then outstanding; third, ratably to the payment of any interest on the Credit Loans, then to the principal balance of the Obligations as provided in Credit Loans and then to all other amounts owing under the Related Documents.Operative Agreements to the Credit Lenders then outstanding;

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 and otherwise in accordance with the terms of this Agreement agrees to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements due and owing or payable to any Person and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit PartyParty and all other payments, receipts and other consideration of any kind whatsoever received by the Agent pursuant to the Security Agreement or otherwise received by the Agent, the Holders or any of the Lenders in connection with the Collateral, the Security Documents or any of the other Operative Agreements. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows: (i) Any such payment or amount identified as or deemed to be Basic Rent shall be applied and allocated and disbursed by the Collateral Agent first, ratably to the Lenders and the Certificateholders Holders for application and allocation to the payment of interest on the Advances Loans and thereafter the principal of the Advances then Loans which is due and payable on such date and to the payment of accrued yield on Holder Yield with respect to the Certificates Holder Advances and thereafter any the portion of the Certificateholder Holder Advances then which is due and payableon such date; and second, if no Potential Default or Event of Default has occurred and is continuing in effect, any excess shall be paid to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made to such other Person or Persons as the Lessee may designate) and (II) the Maturity Date or the Expiration Date, as the case may be (or, if earlier, the date of any Acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) and (C) the date of any Acceleration (in which case such amounts shall be applied and allocated in the manner set forth in Section 12.5 hereof8.7(b)(iv). (ii) If on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 15.1(a) or 16 15.1(g) of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), or (B) the Termination Value in connection with the delivery of a Termination Notice pursuant to Article XVI of the Lease, or (C) the Termination Value in connection with the exercise of the Purchase Option under Section 20.1 of the Lease or the exercise of the option of the Lessor to transfer the Properties to the Lessee pursuant to Section 20.3 of the Lease, or (D) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency Agreement, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances Loans and the outstanding amount of the Certificateholder Holder Advances, on a pro rata basis, a portion of such amount to be distributed to the Lenders and the Holders or (2) if an Acceleration has occurred, to apply and allocate such the proceeds respecting Sections 8.7(b)(ii)(A) through 8.7(b)(ii)(D) in accordance with Section 12.5 8.7(b)(iii) hereof. (iii) Subject to Section 8.7(c), an amount equal to any payment identified as proceeds of the sale or other disposition (or lease upon the exercise of remedies) of the Properties or any portion thereof, whether pursuant to Article XXII of the Lease or the exercise of remedies under the Security Documents or otherwise, the execution of remedies set forth in the Lease and any payment in respect of excess wear and tear pursuant to Section 22.3 of the Lease (whether such payment relates to a period before or after the Construction Period Termination Date) shall be applied and allocated by the Agent first, ratably to the payment of the principal and interest of the Tranche B Loans then outstanding, second, ratably to the payment to the Holders of the outstanding principal balance of all Holder Advances plus all outstanding Holder Yield with respect to such outstanding Holder Advances, third, to the extent such amount exceeds the maximum amount to be returned pursuant to the foregoing provisions of this paragraph (iii), ratably to the payment of the principal and interest of the Tranche A Loans then outstanding, fourth, to any and all other amounts owing under the Operative Agreements to the Lenders under the Tranche B Loans, fifth, to any and all other amounts owing under the Operative Agreements to the Holders, sixth, to any and all other amounts owing under the Operative Agreements to the Lenders under the Tranche A Loans, and seventh, to the extent moneys remain after application and allocation pursuant to clauses first through sixth above, to the Owner Trustee for application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine; provided, where no Event of Default shall exist and be continuing and a prepayment is made for any reason with respect to less than the full amount of the outstanding principal amount of the Loans and the outstanding Holder Advances, the proceeds shall be applied and allocated ratably to the Lenders and to the Holders. (iv) Subject to Section 8.7(c), an amount equal to (A) any such payment identified as a payment pursuant to Section 22.1(b) of the Lease (or otherwise) of the Maximum Residual Guarantee Amount (and any such lesser amount as may be required by Section 22.1(b) of the Lease) in respect of the Properties and (B) any other amount payable upon any exercise of remedies after the occurrence of an Event of Default not covered by Sections 8.7(b)(i) or 8.7(b)(iii) above (including without limitation any amount received in connection with an Acceleration which does not represent proceeds from the sale or liquidation of the Properties) and (C) any other amount payable by any Guarantor pursuant to Section 6B shall be applied and allocated by the Agent first, ratably, to the payment of the principal and interest balance of Tranche A Loans then outstanding, second, ratably to the payment of the principal and interest balance of the Tranche B Loans then outstanding, third, ratably to the payment of the principal balance of all Holder Advances plus all outstanding Holder Yield with respect to such outstanding Holder Advances, fourth, to the payment of any other amounts owing to the Lenders hereunder or under any of the other Operative Agreement, and fifth, to the extent moneys remain after application and allocation pursuant to clauses first through fourth above, to the Owner Trustee for application and allocation to Holder Advances and Holder Yield and any other amounts owing to the Holders or the Owner Trustee as the Holders shall determine. (v) An amount equal to any such payment identified as Additional Supplemental Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders Holders and the other parties to the Related Documents Operative Agreements (or any of them) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.18.7(b)) as shall be determined by the Collateral Agent in its reasonable discretion;; provided, however, that Supplemental Rent received upon the exercise of remedies after the occurrence and continuance of an Event of Default in lieu of or in substitution of the Maximum Residual Guarantee Amount or as a partial payment thereon shall be applied and allocated as set forth in Section 8.7(b)(iv). (ivvi) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified above. (c) Each Secured Party hereby agrees that Upon the termination of the Commitments and the payment in full of the Loans and all other amounts owing by the Owner Trustee hereunder or under any Credit Document and the payment in full of all amounts owing to the Holders and the Owner Trustee under the Trust Agreement, any moneys remaining with the Agent shall be returned to the Owner Trustee or such other Person or Persons as the Holders may designate for application and allocation to any and all other amounts owing to the Holders or the Owner Trustee and as the Holders shall determine. In the event of an Acceleration it is agreed that, prior to the application and allocation of amounts received by the Agent in the order described in Section 8.7(b) above, any such amounts shall first be applied and allocated to the payment of (i) it shall not exercise any rights and all sums advanced by the Agent in order to preserve the Collateral or remedies against any Credit Party or to preserve its propertyLien thereon, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be expenses of retaking, holding, preparing for sale or lease, selling or otherwise disposing or realizing on the sole party entitled to exercise rights and remedies against the Lessor; providedCollateral, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any exercise by the Agent of its rights under the Obligations as provided Security Documents, together with reasonable attorneys' fees and expenses and court costs and (iii) any and all other amounts reasonably owed to the Agent under or in connection with the Related Documentstransactions contemplated by the Operative Agreements (including without limitation any accrued and unpaid administration fees).

Collection and Allocation of Payments and Other Amounts. (a) Each Credit Party has agreed pursuant to Section 5.9 5.7 and otherwise in accordance with the terms of this Agreement to pay to (i) the Collateral Agent any and all Rent (excluding Excepted Payments) and any and all other amounts of any kind or type under any of the Related Documents Operative Agreements, in each case, due and owing or payable to any Person Financing Party and (ii) each Person entitled thereto, as appropriate the Excepted Payments. Promptly after receipt, the Collateral Agent shall deposit into the Collateral Account apply and shall disburse such amounts allocate, in accordance with the terms of this Section 12.18.7, such amounts received from any Credit Party and all other payments, receipts and other consideration of any kind whatsoever received by the Agent or any Lessor Party in connection with the Collateral, the Security Documents or any of the other Operative Agreements. Ratable distributions among the Lessor Parties under this Section 8.7 shall be made based on the ratio of the various Lessor Party’s outstanding Lessor Advances to the aggregate Property Cost. If, and to the extent that both Eurodollar Lessor Advances and ABR Lessor Advances are outstanding at a point in time at which payments and other amounts are to be applied and allocated pursuant to this Section 8.7, then such payments and amounts shall first be applied and allocated to the ABR Lessor Advances and next to the Eurodollar Lessor Advances. (b) Payments and other amounts received by the Collateral Agent from time to time in accordance with the terms of subparagraph (a) shall be applied and allocated as follows:follows (subject in all cases to Sections 8.7(c)(i), (ii) and (iii)): (i) Any such payment or amount identified as or deemed to be Basic Rent Rent, any amount in respect of a Casualty referenced in the last two sentences of Section 3.4(b) of the Agency Agreement or any amount in respect of a Condemnation referenced the last two sentences of Section 3.5(b) of the Agency Agreement shall be applied and allocated and disbursed by the Collateral Agent Agent: first, ratably to the Lenders and the Certificateholders Lessor Parties for application to the payment of interest on the Advances and thereafter the principal of the Advances then due and payable and allocation to the payment of accrued yield on Lessor Yield with respect to the Certificates Lessor Advances and thereafter any portion of ratably to the Certificateholder outstanding Lessor Advances then which are due and payablepayable on such date; and second, if no Potential a Default or Event of Default has occurred and is continuing to such Person or Persons as the Lessee may designate; provided, that if a Potential Default or Event of Default has occurred and is continuingin effect, such excess (if any) shall instead be held by the Collateral Agent until the earlier of (AI) the first date thereafter on which no Potential Default or Event of Default shall be continuing in effect (in which case such payments or returns shall then be made pursuant to such other Person or Persons as “third” below) and (II) the Lessee may designateExpiration Date (or, if earlier, the date of any acceleration), (B) the Final Date (in which case such amounts shall be applied and allocated in the manner contemplated by the applicable provisions of this Article 12) Section 8.7(b)(iv); and (C) the date of third, any Acceleration (in which case such amounts excess shall be applied and allocated in paid to the manner set forth in Section 12.5 hereof)Lessee. (ii) If Except as otherwise specified pursuant to (A) Section 3.4(b) of the Agency Agreement, Section 3.5(b) of the Agency Agreement or Section 15.1(a) of the Lease (regarding amounts payable to the Construction Agent or the Lessee, as applicable) and (B) Section 8.7(b)(i) (regarding allocation of amounts referenced in the last two sentences of Section 3.4(b) of the Agency Agreement and the last two sentences of Section 3.5(b) of the Agency Agreement), if (other than as specified in the foregoing subsection (A) or (B)) on any date the Collateral Agent or the Lessor shall receive any amount in respect of (A) any Casualty or Condemnation pursuant to Sections 15 Section 3.4 or 16 3.5 of the Master Lease (excluding any payments in respect thereof which are payable to the Lessee in accordance with the Master Lease), Agency Agreement or (BSection 15.1(a) any payment required to be made or elected to be made by the Construction Agent to the Lessor pursuant to the terms of the Construction Agency AgreementLease, then in each case, the Lessor shall be required to pay such amount received (1) if no Acceleration has occurred, to prepay the outstanding principal balance of the Advances and the outstanding amount of the Certificateholder Advances, on a pro rata basis, or (2) if an Acceleration has occurred, to apply and allocate such proceeds in accordance with Section 12.5 hereof. (iii) An amount equal to any such payment identified as Additional Rent shall be applied and allocated by the Collateral Agent to the payment of any amounts then owing to the Collateral Agent, the Lenders, the Certificateholders and the other parties to the Related Documents (or any of themin accordance with Section 8.7(b)(iii)(x) (other than any such amounts payable pursuant to the preceding provisions of this Section 12.1) as shall be determined by the Collateral Agent in its reasonable discretion; (iv) The Collateral Agent in its reasonable judgment shall identify the nature of each payment or amount received by the Collateral Agent and apply and allocate each such amount in the manner specified abovehereof. (c) Each Secured Party hereby agrees that (i) it shall not exercise any rights or remedies against any Credit Party or its property, including, without limitation, any right of set-off or counterclaim, whether granted pursuant to any Related Document, arising at law or in equity or otherwise, without the prior written consent of the Majority Secured Parties, and (ii) the Collateral Agent shall be the sole party entitled to exercise rights and remedies against the Lessor; provided, however, that nothing herein shall be deemed to preclude or prohibit the acceleration of the maturity of any of the Obligations as provided in the Related Documents.