Common use of Payments after Default Clause in Contracts

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender or Agent) shall be applied as follows if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing: (i) As used in this Section 2.9(b) the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit will be assigned a percentage (such Line of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of such Line of Credit as of the date on which the payment which is to be applied was first received and (B) (1) in the case of all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of Credit, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall be deemed to have been incurred in respect of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Credit. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all amounts due in respect of any Draft or Letter of Credit; (F) Sixth, to prepay principal of such of the Loans as are made thereunder and as are selected by the Majority Lenders for payment or, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted under the Operating Line of Credit. (iii) Lenders each agree to immediately advise Agent as to any payment received from Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided for.

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender or Agent) shall be applied as follows if after applying such payment Upon the occurrence and during the continuance of an Event of Default or Incipient Payment Default shall have occurred and be continuing: Default, (i) As used in this Section 2.9(b) interest on the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit will be assigned a percentage (such Line of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of such Line of Credit as of the date on which the payment which is to be applied was first received and (B) (1) in the case of all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of CreditLoan and, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall be deemed to have been incurred in respect of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Credit. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage extent permitted by applicable law, overdue interest and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all other amounts due in respect of any Draft the Loan shall accrue at the Default Rate, and (ii) Lender shall be entitled to receive and Borrower shall deliver and pay to Lender all revenue from the Property that Borrower is entitled to receive pursuant to the terms of Article X of this Agreement, Article X of the Mezzanine 2 Loan Agreement, Article X of the Mezzanine 1 Loan Agreement and Section 9.10 and Article X of the ▇▇▇▇▇ Fargo Mortgage Loan Agreement, such amount to be applied by Lender to the payment of the Debt in such order as Lender shall determine in its sole discretion, including alternating applications thereof between interest and principal. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (x) the actual receipt and collection of the Debt (or Letter of Credit; that portion thereof that is then due) and (Fy) Sixth, to prepay principal the cure of such Event of Default. To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Pledge Agreement. This paragraph shall not be construed as an agreement or privilege to extend the date of the Loans payment of the Debt, nor as are made thereunder a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, nor as a waiver of the obligation of Borrower to pay the Debt as and as are selected by when due hereunder; the Majority Lenders for acceptance of any payment or, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations from Borrower shall not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted cure or constitute a waiver of any Event of Default; and Lender retains its rights under this Agreement to accelerate and to continue to demand payment of the Operating Line Debt upon the happening of Credit. (iii) Lenders each agree to immediately advise Agent as to and during the continuance of any Event of Default, despite any payment received from by Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided forLender.

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender or Agenta) shall be applied as follows if OHCS agrees that after applying such payment receiving written notice of an Event of Default it will not accept any payment, property, or Incipient Payment Default asset of any kind under any of the LIFT Loan Documents by or on behalf of the Borrowers without the prior written consent of the Bank. Notwithstanding the foregoing, if OHCS receives any such payment, property, or asset under the LIFT Loan Documents, such payment, property or asset shall have occurred be held in trust for the Bank, and OHCS will, unless notified in writing otherwise by the Bank, promptly remit such payment, property or asset, in kind, and properly endorse as necessary to the Bank. The Bank will apply any payment, property or asset so received from OHCS in accordance with the same priorities for the application of Foreclosure Sale Proceeds set forth in Section 8 below. In no event shall the appointment of a receiver operate to limit the rights of OHCS to exercise Operational Remedies. Any appointment (or action seeking appointment) of a receiver with respect to the Property by the Bank must be continuing:preceded by written notice from Bank to OHCS. Any actions taken or proposed to be taken by the receiver are subject to all requirements and remedies provided under the Affordability Agreements, including but not limited to the continuing right of OHCS to exercise Operational Remedies. (b) If an Enforcement Action taken by the Bank is the appointment of a receiver for any of the Property, all of the rents, issues, profits and proceeds collected by the receiver will be paid and applied by the receiver in accordance with the same priorities for the application of Foreclosure Sale Proceeds set forth in Section 8 below. (c) In any Bankruptcy Proceeding, upon any payment or distribution (whether in cash, property, securities, or otherwise) to creditors (i) As used the Bank Loan shall be paid in this Section 2.9(b) the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit full in cash before OHCS will be assigned a percentage (such Line entitled to receive any payment or other distribution on account of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of the LIFT Loan Documents, and (ii) until the Bank Loan is paid in full in cash, any payment or distribution to which OHCS would be entitled but for this Agreement (whether in cash, property, or other assets) will be made to the Bank with respect to the Bank Loan. (d) The subordination of payments due to OHCS will continue if any payment under the Bank Loan Documents (whether by or on behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be paid to Borrower, a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law. In such Line of Credit as event, any or all of the date on which the payment which is Bank Loan originally intended to be applied was first received and (B) (1) in the case of all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of Credit, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall satisfied will be deemed to have been incurred in respect be reinstated and outstanding to the extent of any repayment, return, or other action, as if such payment on account of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are Bank Loan had not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Creditmade. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all amounts due in respect of any Draft or Letter of Credit; (F) Sixth, to prepay principal of such of the Loans as are made thereunder and as are selected by the Majority Lenders for payment or, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted under the Operating Line of Credit. (iii) Lenders each agree to immediately advise Agent as to any payment received from Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided for.

Payments after Default. Any payment made by Borrower After the exercise of remedies provided for in Section 8.2 (or after the Loans have automatically become immediately due and payable as set forth in Section 8.2(a)), any amounts received or obtained for Borrower's on account hereunder (whether received by any Lender or Agent) of the Obligations shall be applied by the Agent in the following order: First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to the Agent and amounts payable under Article 3 hereof) payable to the Agent in its capacity as follows if after applying such such; Second, to payment an Event of Default or Incipient Payment Default shall have occurred that portion of the Obligations constituting fees, indemnities and be continuing: other amounts (other than principal, interest and Letter of Credit Fees) payable to Lenders and L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and L/C Issuer and amounts payable under Article 3 hereof), ratably among them in proportion to the respective amounts described in this clause Second payable to them; Third, to payment of that portion of the Obligations constituting (i) As used in this Section 2.9(b) the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment accrued and the unpaid Letter of Credit Commitment shall each be referred Fees and interest on the Loans, L/C Borrowings and other Obligations and (ii) fees, premiums and scheduled periodic payments due under any Swap Contract between the Borrower and any Lender and/or any Affiliate of any Lender and any interest accrued thereon, ratably among Lenders and L/C Issuer in proportion to as a "Line the respective amounts described in this clause Third payable to them; Fourth, to payment of that portion of the Obligations constituting (i) unpaid principal of the Loans and L/C Borrowings and (ii) breakage, termination or other payments due under any Swap Contract between the Borrower and any Lender and/or any Affiliate of any Lender and any interest accrued thereon, ratably among Lenders and L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; Fifth, to the Agent for the account of L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit" ; and together may sometimes be referred Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law. Subject to Section 2.3(c), amounts used to Cash Collateralize the "Commitments." Each Line aggregate undrawn amount of Letters of Credit will be assigned a percentage (such Line of Credit's "Default Payment Percentage") which pursuant to clause Fifth above shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) applied to satisfy drawings under or in respect of such Line Letters of Credit as of the date they occur. If any amount remains on which the payment which is to be applied was first received and (B) (1) in the case of deposit as Cash Collateral after all Lines Letters of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credithave either been fully drawn or expired, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of Credit, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall be deemed to have been incurred in respect of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Credit. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage and the total remaining amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) Firstother Obligations, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all amounts due in respect of any Draft or Letter of Credit; (F) Sixth, to prepay principal of such of the Loans as are made thereunder and as are selected by the Majority Lenders for payment orif any, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted under the Operating Line of Creditorder set forth above. (iii) Lenders each agree to immediately advise Agent as to any payment received from Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided for.

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender U.S. Bank, Seafirst, or Agent) shall be applied as follows if after applying such payment an Event of a Default or Incipient Payment Default shall have occurred and be continuing: (i) As used in this Section 2.9(b) On the date of such payment, the Revolving CommitmentsLine of Credit, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit will and the Overnight Line of Credit shall each be assigned a percentage (such Line of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of such Line of Credit as of the through such date on which the payment which is to be applied was first received (whether or not then due) and (B) (1) in the case of all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans Advances made under such Line of Credit; (2) in the case of the Operating Line of Credit, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid under the Loan Documents through such date (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit UsageAdvances. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall be deemed to have been incurred in respect of the Operating Line of Credit. For purposes of this Section 2.9(b6.11(b), fees, expenses and indemnities which are not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred accrued in respect of the Short-term Acquisition Revolving Line of Credit. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage percentage and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans Advances made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans Advances made thereunder;; and (E) Fifth, to pay all amounts due in respect of any Draft or Letter of Credit; (F) Sixth, to prepay principal of such of the Loans Advances as are made thereunder and as are selected by the Majority Lenders Requisite Banks for payment or, in the case of Advances made under the Overnight LoansLine of Credit, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted under the Operating Line of Credit. (iii) Lenders Banks each agree to immediately advise Agent as to any payment received from Borrower or for Borrower's account and, if after applying such payment an Event of a Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders Banks in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided for.

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender or Agent) shall be applied as follows if after applying such payment Upon the occurrence and during the continuance of an Event of Default or Incipient Payment Default shall have occurred and be continuing: Default, (i) As used in this Section 2.9(b) interest on the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit will be assigned a percentage (such Line of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of such Line of Credit as of the date on which the payment which is to be applied was first received and (B) (1) in the case of all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of CreditLoan and, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall be deemed to have been incurred in respect of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Credit. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage extent permitted by applicable law, overdue interest and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all other amounts due in respect of any Draft the Loan shall accrue at the Default Rate, and (ii) Lender shall be entitled to receive and Borrower shall deliver and pay to Lender all revenue from the Property that Borrower is entitled to receive pursuant to the terms of Article X of this Agreement and Section 9.10 and Article X of the ▇▇▇▇▇ Fargo Mortgage Loan Agreement, such amount to be applied by Lender to the payment of the Debt in such order as Lender shall determine in its sole discretion, including alternating applications thereof between interest and principal. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (x) the actual receipt and collection of the Debt (or Letter of Credit; that portion thereof that is then due) and (Fy) Sixth, to prepay principal the cure of such Event of Default. To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Pledge Agreement. This paragraph shall not be construed as an agreement or privilege to extend the date of the Loans payment of the Debt, nor as are made thereunder a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, nor as a waiver of the obligation of Borrower to pay the Debt as and as are selected by when due hereunder; the Majority Lenders for acceptance of any payment or, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations from Borrower shall not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted cure or constitute a waiver of any Event of Default; and Lender retains its rights under this Agreement to accelerate and to continue to demand payment of the Operating Line Debt upon the happening of Credit. (iii) Lenders each agree to immediately advise Agent as to and during the continuance of any Event of Default, despite any payment received from by Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided forLender.

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender or Agenta) shall be applied as follows if OHCS agrees that after applying such payment receiving written notice of an Event of Default from either the Lender or Incipient Payment Default the Trustee it will not accept any payment, property or asset of any kind under any of the LIFT Documents by or on behalf of the Borrower without the prior written consent of the Lender. Notwithstanding the foregoing, if OHCS receives any such payment, property or asset under the LIFT Documents, OHCS agrees that such payment, property or asset shall be held in trust for the Lender, and OHCS will, unless notified in writing otherwise by the Lender, promptly remit such payment, property or asset, in kind, and properly endorse as necessary to the Lender. Lender will apply any payment, property or asset so received from OHCS first to the Lender Loan and then, upon satisfaction thereof, to the Loan in such order, amount (with respect to any asset or property other than immediately available funds), and manner as provided in the Trust Deeds. (b) If an Enforcement Action taken by Lender is the appointment of a receiver for any of the Mortgaged Property, all of the rents, issues, profits and proceeds collected by the receiver will be paid and applied by the receiver solely to and for the benefit of the Lender and applied in the order, amount and manner as provided in Lender Trust Deed until such time as the Lender Loan will have occurred and be continuing:been paid in full. (c) In any Bankruptcy Proceeding, upon any payment or distribution (whether in cash, property, securities, or otherwise) to creditors (i) As used the Lender Loan will first be paid in this Section 2.9(b) the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit full in cash before OHCS will be assigned a percentage (such Line entitled to receive any payment or other distribution on account of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of such Line of Credit as the LIFT Documents, and (ii) until all of the date Lender Loan is paid in full in cash, any payment or distribution to which OHCS would be entitled but for this Agreement (whether in cash, property, or other assets) will be made to the Lender. (d) The subordination of payments due to OHCS will continue if any payment under the Lender Loan Documents (whether by or on which the payment which behalf of Borrower, as proceeds of security or enforcement of any right of set-off or otherwise) is for any reason repaid or returned to Borrower or its insolvent estate, or avoided, set aside or required to be applied was first received and (B) (1) in the case of paid to Borrower, a trustee, receiver or other similar party under any bankruptcy, insolvency, receivership or similar law. In such event, any or all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of Credit, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Lender Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall originally intended to be satisfied will be deemed to have been incurred in respect be reinstated and outstanding to the extent of any repayment, return, or other action, as if such payment on account of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are Lender Loan had not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Creditmade. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all amounts due in respect of any Draft or Letter of Credit; (F) Sixth, to prepay principal of such of the Loans as are made thereunder and as are selected by the Majority Lenders for payment or, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted under the Operating Line of Credit. (iii) Lenders each agree to immediately advise Agent as to any payment received from Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided for.

Payments after Default. Any payment made by Borrower or received or obtained for Borrower's account hereunder (whether received by any Lender or Agent) shall be applied as follows if after applying such payment Upon the occurrence and during the continuance of an Event of Default or Incipient Payment Default shall have occurred and be continuing: Default, (i) As used in this Section 2.9(b) interest on the Revolving Commitments, the Operating Commitments, the Short-term Acquisition Commitments, the Long-term Commitments, the Overnight Commitment and the Letter of Credit Commitment shall each be referred to as a "Line of Credit" and together may sometimes be referred to as the "Commitments." Each Line of Credit will be assigned a percentage (such Line of Credit's "Default Payment Percentage") which shall be a fraction (expressed as a decimal) for which the numerator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under or in respect of such Line of Credit as of the date on which the payment which is to be applied was first received and (B) (1) in the case of all Lines of Credit other than the Operating Line of Credit and the Letter of Credit Line of Credit, the then outstanding principal balance for all Loans made under such Line of Credit; (2) in the case of the Operating Line of CreditLoan and, the sum of the then outstanding principal balance for all Operating Loans and the then outstanding Acceptance Advances; or (3) in the case of the Letter of Credit Line of Credit, the then outstanding Letter of Credit Usage, and the denominator is the sum of (A) all fees, expenses, indemnities and interest accrued but unpaid (whether or not then due) under the Loan Documents through such date and (B) the sum of the then outstanding principal balance for all Loans, the then outstanding Acceptance Advances and the then outstanding Letter of Credit Usage. For purposes of this Section 2.9(b)(i), fees, expenses, and indemnities which are incurred in respect of the Drafts shall be deemed to have been incurred in respect of the Operating Line of Credit. For purposes of this Section 2.9(b), fees, expenses and indemnities which are not incurred in respect of any one Line of Credit or which are incurred in respect of more than one Line of Credit, shall be deemed to have been incurred in respect of the Short-term Acquisition Line of Credit. (ii) A portion of each payment equal to the product of the Line of Credit's Default Payment Percentage extent permitted by applicable law, overdue interest and the total amount of the payment made shall be applied to the Indebtedness incurred in respect of such Line of Credit in the following order of priority: (A) First, to expenses and indemnities accrued thereunder; (B) Second, to fees due in respect thereof; (C) Third, to interest due on any Loans made thereunder; (D) Fourth, to repay the principal then due in respect of any Loans made thereunder; (E) Fifth, to pay all other amounts due in respect of any Draft the Loan shall accrue at the Default Rate, and (ii) Lender shall be entitled to receive and Borrower shall deliver and pay to Lender all revenue from the Property that Borrower is entitled to receive pursuant to the terms of Article X of this Agreement, Article X of the Mezzanine 1 Loan Agreement, and Section 9.10 and Article X of the ▇▇▇▇▇ Fargo Mortgage Loan Agreement, such amount to be applied by Lender to the payment of the Debt in such order as Lender shall determine in its sole discretion, including alternating applications thereof between interest and principal. Interest at the Default Rate shall be computed from the occurrence of the Event of Default until the earlier of (x) the actual receipt and collection of the Debt (or Letter of Credit; that portion thereof that is then due) and (Fy) Sixth, to prepay principal the cure of such Event of Default. To the extent permitted by applicable law, interest at the Default Rate shall be added to the Debt, shall itself accrue interest at the same rate as the Loan and shall be secured by the Pledge Agreement. This paragraph shall not be construed as an agreement or privilege to extend the date of the Loans payment of the Debt, nor as are made thereunder a waiver of any other right or remedy accruing to Lender by reason of the occurrence of any Event of Default, nor as a waiver of the obligation of Borrower to pay the Debt as and as are selected by when due hereunder; the Majority Lenders for acceptance of any payment or, in the case of Overnight Loans, as are selected by U.S. Bank for payment; and (G) Seventh, to fund a cash collateral account to be held by Agent to secure such of Borrower's payment obligations from Borrower shall not yet due in respect of Drafts and Letters of Credit accepted or issued thereunder. For purposes of this Section 2.9(b)(ii), Drafts shall be deemed to have been accepted cure or constitute a waiver of any Event of Default; and Lender retains its rights under this Agreement to accelerate and to continue to demand payment of the Operating Line Debt upon the happening of Credit. (iii) Lenders each agree to immediately advise Agent as to and during the continuance of any Event of Default, despite any payment received from by Borrower or for Borrower's account and, if after applying such payment an Event of Default or Incipient Payment Default shall have occurred and be continuing, to immediately disburse such payment (or portions thereof) to the other Lenders in accordance with instructions received from Agent, which instructions shall be drawn to result in an application of proceeds as herein provided forLender.