Common use of After Default Clause in Contracts

After Default. Notwithstanding anything in the Security Agreement or in the Guaranty Agreement to the contrary, all funds (i) received by either Agent from the enforcement of the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banks, pro rata in accordance with the respective unpaid amounts of the Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and satisfied in full or cash collateralized; and (iii) third, to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits and shall be subject to fully available funds. If any amount applied under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank and the Banks against all claims and losses resulting from such dishonor or return.

After Default. Notwithstanding anything At any time when a Continuing Default exists, Agent, without in the Security Agreement or in the Guaranty Agreement any way waiving such default, may at its option, without notice, and without regard to the contrary, all funds (i) received by either Agent from the enforcement adequacy of the Guarantee Agreement or from security for the Collateral Agent’s sale or other liquidation Obligations secured hereby and by the Mortgage/Deed of Trust revoke the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued right and unpaid fees of the Agents hereunder and then license granted above to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributedAssignor and: (i) firstAuthorize and direct the lessees or licensee named in any existing Leases or any other or future lessees, licensees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Notes, the Mortgage/Deed of Trust and this Assignment and that a Continuing Default exists thereunder, to an account at pay over to Agent all rents, fees, income and profits arising or accruing under the Administrative Agent over which Leases or from the Administrative Agent Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee, licensee, and occupant shall have control in an amount sufficient the right to fully collateralize all Letter rely upon any such statement and request by Agent that lessee, licensee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Credit Exposure in an amount equal Assignor to 101% of all Letter of Credit Exposure then outstanding; andthe contrary and that Assignor shall have no right or claim against lessees, licensees or occupants for any such rent so paid by lessees, licensees or occupants to Agent after such notice to the lessee, licensee or occupant by Agent; (ii) secondEither in person or by agent, to the Bankswith or without bringing any action or proceedings, pro rata in accordance with the respective unpaid amounts or by a receiver appointed by a court, take possession of the Obligations (excluding any Bank Product Obligations arising Property and have, hold, manage, lease, license and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in connection its own name, demand, ▇▇▇ for, or otherwise collect and receive, all rents, fees, income and profits of the Property, including those past due and unpaid, with an Unreserved Bank Product) until full power to make from time to time all such Obligations have been paid improvements, alterations, renovations, repairs and satisfied in full replacements thereto or cash collateralizedthereof as may be deemed proper by Agent; and (iii) thirdApply such rents, fees, income and profits to the Bankspayment of: (a) all expenses of managing the Property including, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portionwithout being limited thereto, the Bank Product Obligations shall only be included salaries, fees and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem reasonably necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to the extent taking and retaining possession of the related Bank Product Amount then most recently establishedProperty; and (b) all sums which Assignor is responsible to pay under the Mortgage/Deed of Trust, and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all principal sum, interest and indebtedness secured hereby and by the Obligations (including without limitationMortgage/Deed of Trust, all contingent Obligations) have been paid and satisfied in full and all Commitments terminatedother Obligations together with all reasonable costs and attorneys' fees, in such order of priority as to any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise mentioned in this clause (iii) as Agent in its sole discretion may determine, any statute, law, custom, or use to such credits and shall be subject to fully available fundsthe contrary notwithstanding. If any amount applied under The exercise by Agent of the option granted it in this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank 5.2 and the Banks against all claims collection of the rents, fees, income and losses resulting from such dishonor profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default or returnEvent of Default under the other Loan Documents, or the Leases, or this Assignment.

After Default. Notwithstanding anything in the Security Agreement or in the Guaranty Agreement to the contrary, all funds (i) received by either Agent from the enforcement of the Guarantee Agreement or from the Collateral Agent’s sale or other liquidation of the Collateral when an Event of Default exists (including, without limitation, At any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account time after an Event of Default exists shall first be applied as payment occurs, Lender, without in any way waiving such default, may at its option, without notice, and without regard to the adequacy of the accrued security for the Obligations secured hereby and unpaid fees of by the Agents hereunder Security Deed revoke the right and then license granted above to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributedBorrower and: (i) firstAuthorize and direct the lessees named in any existing Leases or any other or future lessees or occupants of the Property, upon receipt from Lender of written notice to the effect that Lender is then the holder of the Note and the Security Deed and that an Event of Default has occurred thereunder, to an account at pay over to Lender all rents, income and profits arising or accruing under the Administrative Agent over which Leases or from the Administrative Agent Property and to continue to do so until otherwise notified in writing by Lender. Borrower agrees that every lessee and occupant shall have control in an amount sufficient the right to fully collateralize all Letter rely upon any such statement and request by Lender that lessee or occupant shall pay such rents to Lender without any obligation or right to inquire as to whether such Event of Credit Exposure in an amount equal Default actually exists notwithstanding any notice from or claim of Borrower to 101% of all Letter of Credit Exposure then outstanding; andthe contrary and that Borrower shall have no right or claim against lessees or occupants for any such rent so paid by lessees or occupants to Lender after such notice to the lessee or occupant by Lender; (ii) secondEither in person or by a designee, to the Bankswith or without bringing any action or proceedings, pro rata in accordance with the respective unpaid amounts or by a receiver appointed by a court, take possession of the Obligations Property and have, hold, manage, lease and operate the same on such terms and for such period of time as Lender may deem proper and, either with or without taking possession of the Property in its own name, demand, ▇▇▇ for, or otherwise collect and receive, all rents, income and profits of the Property, including those past due and unpaid, with full power (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Productbut no obligation) until to make from time to time all such Obligations have been paid improvements, alterations, renovations, repairs and satisfied in full replacements thereto or cash collateralizedthereof as may seem proper to Lender; and (iii) thirdApply such rents, income and profits to the Bankspayment of: (a) all reasonable expenses of managing the Property including, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portionwithout being limited thereto, the Bank Product Obligations shall only be included salaries, fees and wages of a manager and such other employees or designees as Lender may deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Lender may deem necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to the extent taking and retaining possession of the related Bank Product Amount then most recently establishedProperty; and (b) all sums which Borrower is responsible to pay under the Loan Documents, and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all principal sum, interest and indebtedness secured hereby and by the Obligations (including without limitationSecurity Deed, all contingent Obligations) have been paid and satisfied in full and all Commitments terminatedother Obligations together with all reasonable costs and reasonable attorneys' fees, in such order of priority as to any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise mentioned in this clause (iii), as Lender in its sole discretion may determine, any statute, law, custom, or use to such credits and shall be subject to fully available fundsthe contrary notwithstanding. If any amount applied under The exercise by Lender of the option granted it in this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank 5.2 and the Banks against all claims collection of the rents, income and losses resulting from such dishonor profits and the application thereof as herein provided shall not be considered a waiver by Lender of any Default or returnEvent of Default under the other Loan Documents, or the Leases, or this Assignment.

After Default. Notwithstanding anything At any time when a Continuing Default exists, Agent, without in any way waiving such default, may at its option, without notice (except for the Security Agreement or in the Guaranty Agreement notice of default), and without regard to the contrary, all funds (i) received by either Agent from the enforcement adequacy of the Guarantee Agreement or from security for the Collateral Agent’s sale or other liquidation of Obligations secured hereby and by the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into Mortgage revoke the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued right and unpaid fees of the Agents hereunder and then license granted above to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributedAssignor and: (i) firstAuthorize and direct the lessees named in any existing Leases or any other or future lessees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Mortgage and this Assignment and that a Continuing Default exists thereunder, to an account at pay over to Agent all rents, income and profits arising or accruing under the Administrative Agent over which Leases or from the Administrative Agent Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee and occupant shall have control in an amount sufficient the right to fully collateralize all Letter rely upon any such statement and request by Agent that lessee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Credit Exposure in an amount equal Assignor to 101% of all Letter of Credit Exposure then outstanding; andthe contrary and that Assignor shall have no right or claim against lessees or occupants for any such rent so paid by lessees or occupants to Agent after such notice to the lessee or occupant by Agent; (ii) secondEither in person or by agent, to the Bankswith or without bringing any action or proceedings, pro rata in accordance with the respective unpaid amounts or by a receiver appointed by a court, take possession of the Obligations (excluding any Bank Product Obligations arising Property and have, hold, manage, lease and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in connection its own name, demand, sue for, or otherwise collect and receive, all rents, income and profits of the Property, including those past due and unpaid, with an Unreserved Bank Product) until full power to make from time to time all such Obligations have been paid improvements, alterations, renovations, repairs and satisfied in full replacements thereto or cash collateralizedthereof as may seem proper to Agent; and (iii) thirdApply such rents, income and profits to the Bankspayment of: (a) all reasonable expenses of managing the Property including, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portionwithout being limited thereto, the Bank Product Obligations shall only be included salaries, fees and wages of a managing agent and such other employees as Agent may deem necessary, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem necessary, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to the extent taking and retaining possession of the related Bank Product Amount then most recently establishedProperty; and (b) all sums which Assignor is responsible to pay under the Mortgage, and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all principal sum, interest and indebtedness secured hereby and by the Obligations (including without limitationMortgage, all contingent Obligations) have been paid and satisfied in full and all Commitments terminatedother Obligations together with all reasonable costs and reasonable attorneys' fees, in such order of priority as to any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise mentioned in this clause (b), as Agent in its sole discretion may determine, any statute, law, custom, or use to such credits and shall be subject to fully available fundsthe contrary notwithstanding. If any amount applied under The exercise by Agent of the option granted it in this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank 5.2 and the Banks against all claims collection of the rents, income and losses resulting from such dishonor profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default under the other Loan Documents, or returnthe Guaranty, or the Leases, or this Assignment.

After Default. Notwithstanding anything At any time when a Continuing Default exists, Agent, without in any way waiving such default, may at its option, without notice (except for the Security Agreement or in the Guaranty Agreement notice of default), and without regard to the contrary, all funds (i) received by either Agent from the enforcement adequacy of the Guarantee Agreement security for the Obligations secured hereby and by the Mortgage revoke the right and license granted above to Assignor and: 1. Authorize and direct the lessees named in any existing Leases or any other or future lessees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Mortgage and this Assignment and that a Continuing Default exists thereunder, to pay over to Agent all rents, income and profits arising or accruing under the Leases or from the Collateral Property and to continue to do so until otherwise notified in writing by Agent’s sale or other liquidation of the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued . Assignor agrees that every lessee and unpaid fees of the Agents hereunder and then to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributed: (i) first, to an account at the Administrative Agent over which the Administrative Agent shall have control in an amount sufficient to fully collateralize all Letter of Credit Exposure in an amount equal to 101% of all Letter of Credit Exposure then outstanding; and (ii) second, to the Banks, pro rata in accordance with the respective unpaid amounts of the Obligations (excluding any Bank Product Obligations arising in connection with an Unreserved Bank Product) until all such Obligations have been paid and satisfied in full or cash collateralized; and (iii) third, to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portion, the Bank Product Obligations shall only be included to the extent of the related Bank Product Amount then most recently established; and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise to such credits and shall be subject to fully available funds. If any amount applied under this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents occupant shall have the right to reverse rely upon any such credit statement and charge the amount request by Agent that lessee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of such item Assignor to the Borrowercontrary and that Assignor shall have no right or claim against lessees or occupants for any such rent so paid by lessees or occupants to Agent after such notice to the lessee or occupant by Agent; 2. Either in person or by agent, who shall indemnify with or without bringing any action or proceedings, or by a receiver appointed by a court, take possession of the AgentsProperty and have, hold, manage, lease and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in its own name, demand, ▇▇▇ for, or otherwise collect and receive, all rents, income and profits of the Property, including those past due and unpaid, with full power to make from time to time all improvements, alterations, renovations, repairs and replacements thereto or thereof as may seem proper to Agent; and 3. Apply such rents, income and profits to the payment of: a. all reasonable expenses of managing the Property including, without being limited thereto, the Issuing Bank salaries, fees and wages of a managing agent and such other employees as Agent may deem necessary, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem necessary, the payment or refund of security deposits, or interest thereon, and the Banks against cost of all claims improvements, alterations, renovations, repairs or replacements, and losses resulting from all expenses incident to taking and retaining possession of the Property; and b. all sums which Assignor is responsible to pay under the Mortgage, and the principal sum, interest and indebtedness secured hereby and by the Mortgage, and all other Obligations together with all reasonable costs and reasonable attorneys’ fees, in such dishonor order of priority as to any of the items mentioned in this clause (b), as Agent in its sole discretion may determine, any statute, law, custom, or returnuse to the contrary notwithstanding. The exercise by Agent of the option granted it in this Section b and the collection of the rents, income and profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default under the other Loan Documents, or the Guaranty, or the Leases, or this Assignment.

After Default. Notwithstanding anything At any time when a Continuing Default exists, Agent, without in any way waiving such default, may at its option, without notice (except for the Security Agreement or in the Guaranty Agreement notice of default), and without regard to the contrary, all funds (i) received by either Agent from the enforcement adequacy of the Guarantee Agreement or from security for the Collateral Agent’s sale or other liquidation of Obligations secured hereby and by the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into Mortgage revoke the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued right and unpaid fees of the Agents hereunder and then license granted above to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributedAssignor and: (i) firstAuthorize and direct the lessees named in any existing Leases or any other or future lessees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Mortgage and this Assignment and that a Continuing Default exists thereunder, to an account at pay over to Agent all rents, income and profits arising or accruing under the Administrative Agent over which Leases or from the Administrative Agent Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee and occupant shall have control in an amount sufficient the right to fully collateralize all Letter rely upon any such statement and request by Agent that lessee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Credit Exposure in an amount equal Assignor to 101% of all Letter of Credit Exposure then outstanding; andthe contrary and that Assignor shall have no right or claim against lessees or occupants for any such rent so paid by lessees or occupants to Agent after such notice to the lessee or occupant by Agent; (ii) secondEither in person or by agent, to the Bankswith or without bringing any action or proceedings, pro rata in accordance with the respective unpaid amounts or by a receiver appointed by a court, take possession of the Obligations (excluding any Bank Product Obligations arising Property and have, hold, manage, lease and operate the same on such terms and for such period of time as Agent may reasonably deem proper and, either with or without taking possession of the Property in connection its own name, demand, ▇▇▇ for, or otherwise collect and receive, all rents, income and profits of the Property, including those past due and unpaid, with an Unreserved Bank Product) until full power to make from time to time all such Obligations have been paid improvements, alterations, renovations, repairs and satisfied in full replacements thereto or cash collateralizedthereof as may seem proper to Agent; and (iii) thirdApply such rents, income and profits to the Banks, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: payment of: (A) in determining all reasonable expenses of managing the Banks’ pro rata portionProperty including, without being limited thereto, the Bank Product Obligations shall only be included salaries, fees and wages of a managing agent and such other employees as Agent may deem necessary, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem necessary, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to the extent taking and retaining possession of the related Bank Product Amount then most recently establishedProperty; and and (B) payments all sums which Assignor is responsible to a Bank with respect to Bank Product Obligations shall not exceed pay under the Bank Product Amount then most recently established with respect thereto. After all Mortgage, and the Obligations (including without limitationprincipal sum, all contingent Obligations) have been paid interest and satisfied in full indebtedness secured hereby and by the Mortgage, and all Commitments terminatedother Obligations together with all reasonable costs and reasonable attorneys’ fees, in such order of priority as to any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents of the items giving rise mentioned in this clause (b), as Agent in its sole discretion may determine, any statute, law, custom, or use to such credits and shall be subject to fully available fundsthe contrary notwithstanding. If any amount applied under The exercise by Agent of the option granted it in this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank 5(b) and the Banks against all claims collection of the rents, income and losses resulting from such dishonor profits and the application thereof as herein provided shall not be considered a waiver by Agent of any Default under the other Loan Documents, or returnthe Guaranty, or the Leases, or this Assignment.

After Default. Notwithstanding anything At any time when a Continuing Default exists, Agent, without in the Security Agreement or in the Guaranty Agreement any way waiving such default, may at its option, without notice, and without regard to the contrary, all funds (i) received by either Agent from the enforcement adequacy of the Guarantee Agreement or from security for the Collateral Agent’s sale or other liquidation of Obligations secured hereby and by the Collateral when an Event of Default exists (including, without limitation, any amounts paid as adequate protection payments or any other distributions in any bankruptcy or insolvency proceeding made on or in respect of any Collateral) or (ii) deposited into Mortgage revoke the Concentration Account after an Event of Default exists shall first be applied as payment of the accrued right and unpaid fees of the Agents hereunder and then license granted above to all other unpaid or unreimbursed Obligations (including reasonable attorneys’ fees and expenses) owing to the either Agent in its capacity as an Agent hereunder only and then any remaining amount of such proceeds shall be distributedAssignor and: (i) firstAuthorize and direct the lessees named in any existing Leases or any other or future lessees or occupants of the Property, upon receipt from Agent of written notice to the effect that Agent is or the Lenders are then the holder of the Note and the Mortgage and that a Continuing Default exists thereunder, to an account at pay over to Agent all rents, income and profits arising or accruing under the Administrative Agent over which Leases or from the Administrative Agent Property and to continue to do so until otherwise notified in writing by Agent. Assignor agrees that every lessee and occupant shall have control in an amount sufficient the right to fully collateralize all Letter rely upon any such statement and request by Agent that lessee or occupant shall pay such rents to Agent without any obligation or right to inquire as to whether such Continuing Default actually exists notwithstanding any notice from or claim of Credit Exposure in an amount equal Assignor to 101% of all Letter of Credit Exposure then outstanding; andthe contrary and that Assignor shall have no right or claim against lessees or occupants for any such rent so paid by lessees or occupants to Agent after such notice to the lessee or occupant by Agent; (ii) secondEither in person or by agent, to the Bankswith or without bringing any action or proceedings or by a receiver appointed by a court, pro rata in accordance with the respective unpaid amounts take possession of the Obligations (excluding any Bank Product Obligations arising Property and have, hold, manage, lease and operate the same on such terms and for such period of time as Agent may deem proper and, either with or without taking possession of the Property in connection its own name, demand, sue for, or otherwise collect and receive, all rents, income and profits of the Property, including those past due and unpaid, with an Unreserved Bank Product) until full power to make from time to time all such Obligations have been paid improvements, alterations, renovations, repairs and satisfied in full replacements thereto or cash collateralizedthereof as may seem proper to Agent; and (iii) thirdApply such rents, income and profits to the Bankspayment of: (a) all reasonable expenses of managing the Property including, pro rata in accordance with the respective unpaid amounts of remaining Obligations. For purposes of subclause (ii) preceding: (A) in determining the Banks’ pro rata portionwithout being limited thereto, the Bank Product Obligations shall only be included salaries, fees and wages of a managing agent and such other employees as Agent may reasonably deem necessary or desirable, and all expenses of operating and maintaining the Property, including, without being limited thereto, all taxes, charges, claims, assessments, water rents, sewer rents and other liens, and premiums for all insurance which Agent may deem necessary or desirable, the payment or refund of security deposits, or interest thereon, and the cost of all improvements, alterations, renovations, repairs or replacements, and all expenses incident to the extent taking and retaining possession of the related Bank Product Amount then most recently establishedProperty; and (b) all sums which Assignor is responsible to pay under the Mortgage, and (B) payments to a Bank with respect to Bank Product Obligations shall not exceed the Bank Product Amount then most recently established with respect thereto. After all the Obligations (including without limitation, all contingent Obligations) have been paid secured hereby and satisfied in full and all Commitments terminated, any proceeds of Collateral shall be delivered to the Person entitled thereto as directed by the Borrower or Mortgage, together with all reasonable costs and reasonable and actual attorneys’ fees, in such order of priority as otherwise determined by applicable law or applicable court order. All credits against the Obligations shall be conditioned upon final payment to the Agents any of the items giving rise mentioned in this clause (b) as set forth in the Credit Agreement or if not addressed in the Credit Agreement then in such order as Agent in its sole discretion may determine, any statute, law, custom, or use to such credits and shall be subject to fully available fundsthe contrary notwithstanding. If any amount applied under The exercise by Agent of the option granted it in this Section is subsequently dishonored or returned unpaid for any reason, whether or not such return is rightful or timely, the Agents shall have the right to reverse such credit and charge the amount of such item to the Borrower, who shall indemnify the Agents, the Issuing Bank 5.2 and the Banks against all claims collection of the rents, income and losses resulting from such dishonor profits and the application thereof as herein provided shall not be considered a waiver by Agent of any default under the other Loan Documents, or returnthe Leases, or this Assignment.