Common use of Borrower Defaults Clause in Contracts

Borrower Defaults. (a) Administrative Agent shall give the Lenders notice of any material Default of which Administrative Agent has knowledge or notice. Except with respect to (i) the nonpayment of principal, interest or any fees that are due and payable under any of the Loan Documents, (ii) Defaults with respect to which Administrative Agent has actually sent written notice of to the Borrower and (iii) Defaults with respect to which Administrative Agent has entered into discussions with the Borrower, Administrative Agent shall be deemed to not have knowledge or notice of the occurrence of a Default unless Administrative Agent has received notice from a Lender or the Borrower specifying such Default and stating that such notice is a "Notice of Default". If Administrative Agent has such knowledge or receives such a notice from the Borrower or a Lender in accordance with the immediately preceding sentence with respect to the occurrence of a material Default, Administrative Agent shall give prompt notice thereof to the Lenders. Within ten (10) days of delivery of such notice of Default from Administrative Agent to the Lenders (or such shorter period of time as Administrative Agent determines is necessary), Administrative Agent and the Lenders shall consult with each other to determine a proposed course of action. Administrative Agent shall (subject to Section 8.07) take such action with respect to such Default as shall be directed by the Required Lenders; provided that (i) unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action (including decisions (A) to make Protective Advances that Administrative Agent determines are necessary to protect or maintain the Property and (B) to foreclose on the Property or exercise any other remedy), with respect to such Default as it shall deem advisable in the interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all of the Lenders and (ii) no actions approved by the Required Lenders shall violate the Loan Documents or Governmental Requirement. (b) Each of the Lenders acknowledges and agrees that no individual Lender may separately enforce or exercise any of the provisions of any of the Loan Documents (including, without limitation, the Notes) other than through Administrative Agent. Administrative Agent shall advise the Lenders of all material actions which Administrative Agent takes in accordance with the provisions of this Section 803. Notwithstanding the foregoing, if the Required Lenders shall at any time direct that a different or additional remedial action be taken from that already undertaken by Administrative Agent, including the commencement of foreclosure proceedings, such different or additional remedial action shall be taken in lieu of or in addition to, the prosecution of such action taken by Administrative Agent; provided that all actions already taken by Administrative Agent pursuant to Section 8.03(a) shall be valid and binding on each Lender. (c) All money (other than money subject to the provisions of Section 8.03(i) received from any enforcement actions, including the proceeds of a foreclosure sale of the Property, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of Sections 8.03(d), (e) and (f) and 8.05 and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the Lenders for expenses incurred in accordance with the provisions of Section 8.03(d), (e) and (f) and 8.05; Third, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d); and Fourth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender. (d) All losses with respect to interest (including interest at the Default Rate) and other sums payable pursuant to the Notes or incurred in connection with the Loans, the enforcement thereof or the realization of the security therefor, shall be borne by the Lenders in accordance with their respective Proportionate Shares. The Lenders shall promptly, upon request, remit to Administrative Agent their respective Proportionate Shares of (i) any expenses incurred by Administrative Agent in connection with any Default to the extent any expenses have not been paid by the Borrower, (ii) any advances made to pay taxes or insurance or otherwise to preserve the lien of the Loan Documents or to preserve and protect the Property or made to effect the completion of the Improvements to be constructed pursuant to this Agreement whether or not the amount necessary to be advanced for such purposes exceeds the amount of the respective Commitments of the Lenders, (iii) any other expenses incurred in connection with the enforcement of the Security Instrument or other Loan Documents, and (iv) any expenses incurred in connection with the consummation of the Loans not paid or provided for by the Borrower. To the extent any such advances are recovered in connection with the enforcement of the Security Instrument or the other Loan Documents, each Lender shall be paid its Proportionate Share of such recovery after deduction of the expenses of Administrative Agent. (e) If any action is brought to collect on the Notes, foreclose under the Security Instrument, or enforce any of the Loan Documents, such action shall (to the extent permitted under applicable law and the decisions of the court in which such action is brought) be an action brought by Administrative Agent and the Lenders, collectively, to collect on all or a portion of the Notes or enforce the Loan Documents, and counsel selected by Administrative Agent shall prosecute any such action on behalf of Administrative Agent and the Lenders, and Administrative Agent and the Lenders shall consult and cooperate with each other in the prosecution thereof. The costs and expenses of foreclosure, to the extent not paid by Borrower within ten (10) days after Administrative Agent's demand therefor, will be borne by the Lenders in accordance with their respective Proportionate Shares. (f) If title is acquired to the Property after a foreclosure sale, nonjudicial foreclosure or by a deed in lieu of foreclosure, title shall be held by Administrative Agent in its own name in trust for the Lenders or, at Administrative Agent's election, in the name of a wholly owned subsidiary of Administrative Agent on behalf of the Lenders. (g) If Administrative Agent (or its subsidiary) acquires title to the Property or is entitled to possession of the Property during or after the foreclosure, all material decisions with respect to the possession, ownership, development, construction, control, operation, leasing, management and sale of the Property shall be made by Administrative Agent. All income or other money received after so acquiring title to or taking possession of the Property with respect to the Property, including income from the operation and management of the Property and the proceeds of a sale of the Property, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of this Section 9 and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the payment of operating expenses with respect to the Property; Third, to the establishment of reasonable reserves for the operation of the Property; Fourth, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d); Fifth to fund any capital improvement, leasing and other reserves established at the discretion of Administrative Agent; and Sixth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender.

Borrower Defaults. (a) Administrative Agent shall give the Lenders notice of any material Default of which Administrative Agent has knowledge or notice. Except with respect to (i) the nonpayment of principal, interest or any fees that are due and payable under any of the Loan Documents, (ii) Defaults with respect to which Administrative Agent has actually sent written notice of to the Borrower and (iii) Defaults with respect to which Administrative Agent has entered into discussions with the Borrower, Administrative Agent shall be deemed to not have knowledge or notice of the occurrence of a Default unless Administrative Agent has received notice from a Lender or the Borrower specifying such Default and stating that such notice is a "Notice of Default". If Administrative Agent has such knowledge or receives such a notice from the Borrower or a Lender in accordance with the immediately preceding sentence with respect to the occurrence of a material Default, Administrative Agent shall give prompt notice thereof to the Lenders. Within ten (10) days of delivery of such notice of Default from Administrative Agent to the Lenders (or such shorter period of time as Administrative Agent determines is necessary), Administrative Agent and the Lenders shall consult with each other to determine a proposed course of action. Administrative Agent shall (subject to Section 8.0713.07) take such action with respect to such Default as shall be directed by the Required Lenders; provided that (i) unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action (including decisions (A1) to make Protective Advances that Administrative Agent determines are necessary to protect or maintain the Property Project and (B2) to foreclose on the Property Project or exercise any other remedy), with respect to such Default as it shall deem advisable in the interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all of the Lenders and (ii) no actions approved by the Required Lenders shall violate the Loan Documents or Governmental Requirement. (b) . Each of the Lenders acknowledges and agrees that no individual Lender may separately enforce or exercise any of the provisions of any of the Loan Documents (including, without limitation, the Notes) other than through Administrative Agent. Administrative Agent shall advise the Lenders of all material actions which Administrative Agent takes in accordance with the provisions of this Section 80313.03. Notwithstanding the foregoing, if the Required Lenders shall at any time direct that a different or additional remedial action be taken from that already undertaken by Administrative Agent, including the commencement of foreclosure proceedings, such different or additional remedial action shall be taken in lieu of or in addition to, the prosecution of such action taken by Administrative Agent; provided that all actions already taken by Administrative Agent pursuant to Section 8.03(a13.03(a) shall be valid and binding on each Lender. (c) . All money (other than money subject to the provisions of Section 8.03(i13.03(g)) received from any enforcement actions, including the proceeds of a foreclosure sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of Sections 8.03(d13.03(d), (e13.03(e), and 13.03(f) and (f) and 8.05 13.05 and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the Lenders for expenses incurred in accordance with the provisions of Section 8.03(d13.03(d), (e13.03(e), and 13.03(f) and (f) and 8.0513.05; Third, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d13.03(d); and Fourth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.1113.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender. (d) . All losses with respect to interest (including interest at the Default Rate) and other sums payable pursuant to the Notes or incurred in connection with the Loans, the enforcement thereof or the realization of the security therefor, shall be borne by the Lenders in accordance with their respective Proportionate Shares. The Lenders shall promptly, upon request, remit to Administrative Agent their respective Proportionate Shares of (i) any expenses incurred by Administrative Agent in connection with any Default to the extent any expenses have not been paid by the Borrower, (ii) any advances made to pay taxes or insurance or otherwise to preserve the lien of the Loan Documents or to preserve and protect the Property Project or made to effect the completion Completion of the Improvements to be constructed pursuant to this Agreement whether or not the amount necessary to be advanced for such purposes exceeds the amount of the respective Commitments of the Lenders, (iii) any other expenses incurred in connection with the enforcement of the Security Instrument or other Loan Documents, and (iv) any expenses incurred in connection with the consummation of the Loans not paid or provided for by the Borrower. To the extent any such advances are recovered in connection with the enforcement of the Security Instrument or the other Loan Documents, each Lender shall be paid its Proportionate Share of such recovery after deduction of the expenses of Administrative Agent. (e) . If any action is brought to collect on the Notes, foreclose under the Security Instrument, or enforce any of the Loan Documents, such action shall (to the extent permitted under applicable law and the decisions of the court in which such action is brought) be an action brought by Administrative Agent and the Lenders, collectively, to collect on all or a portion of the Notes or enforce the Loan Documents, and counsel selected by Administrative Agent shall prosecute any such action on behalf of Administrative Agent and the Lenders, and Administrative Agent and the Lenders shall consult and cooperate with each other in the prosecution thereof. The costs and expenses of foreclosure, to the extent not paid by Borrower within ten (10) days after Administrative Agent's demand therefor, will be borne by the Lenders in accordance with their respective Proportionate Shares. (f) . If title is acquired to the Property Project after a foreclosure sale, nonjudicial foreclosure or by a deed in lieu of foreclosure, title shall be held by Administrative Agent in its own name in trust for the Lenders or, at Administrative Agent's election, in the name of a wholly owned subsidiary of Administrative Agent on behalf of the Lenders. (g) . If Administrative Agent (or its subsidiary) acquires title to the Property Project or is entitled to possession of the Property Project during or after the foreclosure, all material decisions with respect to the possession, ownership, development, construction, control, operation, leasing, management and sale of the Property Project shall be made by Administrative Agent. All income or other money received after so acquiring title to or taking possession of the Property Project with respect to the PropertyProject, including income from the operation and management of the Property Project and the proceeds of a sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of this Section 9 Article XIII and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the payment of operating expenses with respect to the PropertyProject; Third, to the establishment of reasonable reserves for the operation of the PropertyProject; Fourth, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d13.03(d); Fifth to fund any capital improvement, leasing and other reserves established at the discretion of Administrative Agent; and Sixth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.1113.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender.

Borrower Defaults. (a) Administrative Agent shall give the Lenders notice of any material Default of which Administrative Agent has knowledge or notice. Except with respect to (i) the nonpayment of principal, interest or any fees that are due and payable under any of the Loan Documents, (ii) Defaults with respect to which Administrative Agent has actually sent written notice of to the Borrower and (iii) Defaults with respect to which Administrative Agent has entered into discussions with the Borrower, Administrative Agent shall be deemed to not have knowledge or notice of the occurrence of a Default unless Administrative Agent has received notice from a Lender or the Borrower specifying such Default and stating that such notice is a "Notice of Default". If Administrative Agent has such knowledge or receives such a notice from the Borrower or a Lender in accordance with the immediately preceding sentence with respect to the occurrence of a material Default, Administrative Agent shall give prompt notice thereof to the Lenders. Within ten (10) days of delivery of such notice of Default from Administrative Agent to the Lenders (or such shorter period of time as Administrative Agent determines is necessary), Administrative Agent and the Lenders shall consult with each other to determine a proposed course of action. Administrative Agent shall (subject to Section 8.0713.07) take such action with respect to such Default as shall be directed by the Required Lenders; provided that (i) unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action (including decisions (A) to make Protective Advances that Administrative Agent determines are necessary to protect or maintain the Property Project and (B) to foreclose on the Property Project or exercise any other remedy), with respect to such Default as it shall deem advisable in the interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all of the Lenders and (ii) no actions approved by the Required Lenders shall violate the Loan Documents or Governmental Requirement. (b) . Each of the Lenders acknowledges and agrees that no individual Lender may separately enforce or exercise any of the provisions of any of the Loan Documents (including, without limitation, the Notes) other than through Administrative Agent. Administrative Agent shall advise the Lenders of all material actions which Administrative Agent takes in accordance with the provisions of this Section 80313.03. Notwithstanding the foregoing, if the Required Lenders shall at any time direct that a different or additional remedial action be taken from that already undertaken by Administrative Agent, including the commencement of foreclosure proceedings, such different or additional remedial action shall be taken in lieu of or in addition to, the prosecution of such action taken by Administrative Agent; provided that all actions already taken by Administrative Agent pursuant to Section 8.03(a13.03(a) shall be valid and binding on each Lender. (c) . All money (other than money subject to the provisions of Section 8.03(i13.03(g)) received from any enforcement actions, including the proceeds of a foreclosure sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of Sections 8.03(d13.03(d), (e) and (f) and 8.05 13.05 and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the Lenders for expenses incurred in accordance with the provisions of Section 8.03(d13.03(d), (e) and (f) ( and 8.0513.05; Third, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d13.03(d); and Fourth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.1113.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender. (d) . All losses with respect to interest (including interest at the Default Rate) and other sums payable pursuant to the Notes or incurred in connection with the Loans, the enforcement thereof or the realization of the security therefor, shall be borne by the Lenders in accordance with their respective Proportionate Shares. The Lenders shall promptly, upon request, remit to Administrative Agent their respective Proportionate Shares of (i) any expenses incurred by Administrative Agent in connection with any Default to the extent any expenses have not been paid by the Borrower, (ii) any advances made to pay taxes or insurance or otherwise to preserve the lien of the Loan Documents or to preserve and protect the Property Project or made to effect the completion of the Improvements to be constructed pursuant to this Agreement whether or not the amount necessary to be advanced for such purposes exceeds the amount of the respective Commitments of the Lenders, (iii) any other expenses incurred in connection with the enforcement of the Security Instrument or other Loan Documents, and (iv) any expenses incurred in connection with the consummation of the Loans not paid or provided for by the Borrower. To the extent any such advances are recovered in connection with the enforcement of the Security Instrument or the other Loan Documents, each Lender shall be paid its Proportionate Share of such recovery after deduction of the expenses of Administrative Agent. (e) . If any action is brought to collect on the Notes, foreclose under the Security Instrument, or enforce any of the Loan Documents, such action shall (to the extent permitted under applicable law and the decisions of the court in which such action is brought) be an action brought by Administrative Agent and the Lenders, collectively, to collect on all or a portion of the Notes or enforce the Loan Documents, and counsel selected by Administrative Agent shall prosecute any such action on behalf of Administrative Agent and the Lenders, and Administrative Agent and the Lenders shall consult and cooperate with each other in the prosecution thereof. The costs and expenses of foreclosure, to the extent not paid by Borrower within ten (10) days after Administrative Agent's demand therefor, will be borne by the Lenders in accordance with their respective Proportionate Shares. (f) . If title is acquired to the Property Project after a foreclosure sale, nonjudicial foreclosure or by a deed in lieu of foreclosure, title shall be held by Administrative Agent in its own name in trust for the Lenders or, at Administrative Agent's election, in the name of a wholly owned subsidiary of Administrative Agent on behalf of the Lenders. (g) . If Administrative Agent (or its subsidiary) acquires title to the Property Project or is entitled to possession of the Property Project during or after the foreclosure, all material decisions with respect to the possession, ownership, development, construction, control, operation, leasing, management and sale of the Property Project shall be made by Administrative Agent. All income or other money received after so acquiring title to or taking possession of the Property Project with respect to the PropertyProject, including income from the operation and management of the Property Project and the proceeds of a sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of this Section 9 13 and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the payment of operating expenses with respect to the PropertyProject; Third, to the establishment of reasonable reserves for the operation of the PropertyProject; Fourth, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d13.03(d); Fifth to fund any capital improvement, leasing and other reserves established at the discretion of Administrative Agent; and Sixth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.1113.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender.

Borrower Defaults. (a) Administrative Agent shall give the Lenders notice of any material Default of which Administrative Agent has knowledge or notice. Except with respect to (i) the nonpayment of principal, interest or any fees that are due and payable under any of the Loan Documents, (ii) Defaults with respect to which Administrative Agent has actually sent written notice of to the Borrower and (iii) Defaults with respect to which Administrative Agent has entered into discussions with the Borrower, Administrative Agent shall be deemed to not have knowledge or notice of the occurrence of a Default unless Administrative Agent has received notice from a Lender or the Borrower specifying such Default and stating that such notice is a "Notice of Default". ." If Administrative Agent has such knowledge or receives such a notice from the Borrower or a Lender in accordance with the immediately preceding sentence with respect to the occurrence of a material Default, Administrative Agent shall give prompt notice thereof to the Lenders. Within ten (10) days of delivery of such notice of Default from Administrative Agent to the Lenders (or such shorter period of time as Administrative Agent determines is necessary), Administrative Agent and the Lenders shall consult with each other to determine a proposed course of action. Administrative Agent shall (subject to Section 8.0713.7) take such action with respect to such Default as shall be directed by the Required Lenders; provided that (i) unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action (including decisions (A1) to make Protective Advances that Administrative Agent determines are necessary to protect or maintain the Property Project and (B2) to foreclose on the Property Project or exercise any other remedy), with respect to such Default as it shall deem advisable in the interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all of the Lenders and (ii) no actions approved by the Required Lenders shall violate the Loan Documents or Governmental Requirement. (b) Each of the Lenders acknowledges and agrees that no individual Lender may separately enforce or exercise any of the provisions of any of the Loan Documents (including, without limitation, the Notes) other than through Administrative Agent. Administrative Agent shall advise the Lenders of all material actions which Administrative Agent takes in accordance with the provisions of this Section 80313.3. Notwithstanding the foregoing, if the Required Lenders shall at any time direct that a different or additional remedial action be taken from that already undertaken by Administrative Agent, including the commencement of foreclosure proceedings, such different or additional remedial action shall be taken in lieu of or in addition to, the prosecution of such action taken by Administrative Agent; provided that all actions already taken by Administrative Agent pursuant to Section 8.03(a13.3(a) shall be valid and binding on each Lender. (c) All money (other than money subject to the provisions of Section 8.03(i13.3(g)) received from any enforcement actions, including the proceeds of a foreclosure sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of Sections 8.03(d13.3(d), (e13.3(e), and 13.3(f) and (f) and 8.05 13.5 and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the Lenders for expenses incurred in accordance with the provisions of Section 8.03(d13.3(d), (e13.3(e), and 13.3(f) and (f) and 8.0513.5; Third, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d13.3(d); and Fourth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.1113.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender. (d) All losses with respect to interest (including interest at the Default Rate) and other sums payable pursuant to the Notes or incurred in connection with the Loans, the enforcement thereof or the realization of the security therefor, shall be borne by the Lenders in accordance with their respective Proportionate Shares. The Lenders shall promptly, upon request, remit to Administrative Agent their respective Proportionate Shares of (i) any expenses incurred by Administrative Agent in connection with any Default to the extent any expenses have not been paid by the Borrower, (ii) any advances made to pay taxes or insurance or otherwise to preserve the lien of the Loan Documents or to preserve and protect the Property Project or made to effect the completion Completion of the Improvements to be constructed pursuant to this Agreement whether or not the amount necessary to be advanced for such purposes exceeds the amount of the respective Commitments of the Lenders, (iii) any other expenses incurred in connection with the enforcement of the Security Instrument or other Loan Documents, and (iv) any expenses incurred in connection with the consummation of the Loans not paid or provided for by the Borrower. To the extent any such advances are recovered in connection with the enforcement of the Security Instrument or the other Loan Documents, each Lender shall be paid its Proportionate Share of such recovery after deduction of the expenses of Administrative Agent. (e) If any action is brought to collect on the Notes, foreclose under the Security Instrument, or enforce any of the Loan Documents, such action shall (to the extent permitted under applicable law and the decisions of the court in which such action is brought) be an action brought by Administrative Agent and the Lenders, collectively, to collect on all or a portion of the Notes or enforce the Loan Documents, and counsel selected by Administrative Agent shall prosecute any such action on behalf of Administrative Agent and the Lenders, and Administrative Agent and the Lenders shall consult and cooperate with each other in the prosecution thereof. The costs and expenses of foreclosure, to the extent not paid by Borrower within ten (10) days after Administrative Agent's demand therefor, will be borne by the Lenders in accordance with their respective Proportionate Shares. (f) If title is acquired to the Property Project after a foreclosure sale, nonjudicial foreclosure or by a deed in lieu of foreclosure, title shall be held by Administrative Agent in its own name in trust for the Lenders or, at Administrative Agent's election, in the name of a wholly owned subsidiary of Administrative Agent on behalf of the Lenders. (g) If Administrative Agent (or its subsidiary) acquires title to the Property Project or is entitled to possession of the Property Project during or after the foreclosure, all material decisions with respect to the possession, ownership, development, construction, control, operation, leasing, management and sale of the Property Project shall be made by Administrative Agent. All income or other money received after so acquiring title to or taking possession of the Property Project with respect to the PropertyProject, including income from the operation and management of the Property Project and the proceeds of a sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent for expenses incurred in accordance with the provisions of this Section 9 Article XIII and to the payment of any fees and charges then due agent to the extent not paid by the Borrower; Second, to the payment of operating expenses with respect to the PropertyProject; Third, to the establishment of reasonable reserves for the operation of the PropertyProject; Fourth, to the payment or reimbursement of the Lenders for any advances made pursuant to Section 8.03(d13.3(d); Fifth to fund any capital improvement, leasing and other reserves established at the discretion of Administrative Agent; and Sixth, pari passu to the Lenders in accordance with their respective Proportionate Shares, unless an Unpaid Amount is owed pursuant to Section 8.1113.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender and be applied to payment of such Unpaid Amount to the Special Advance Lender.

Borrower Defaults. (a) Administrative Agent Bank shall give the Lenders Banks notice of any material Default of which Administrative Agent Bank has knowledge or notice. Except with respect to (i) the nonpayment of principal, interest or any fees that are due and payable under any of the Loan Documents, (ii) Defaults with respect to which Administrative Agent Bank has actually sent written notice of to the Borrower and (iii) Defaults with respect to which Administrative Agent Bank has entered into discussions with the a Borrower, Administrative Agent Bank shall be deemed to not have knowledge or notice of the occurrence of a Default unless Administrative Agent Bank has received notice from a Lender Bank or the a Borrower specifying such Default and stating that such notice is a "“Notice of Default"”. If Administrative Agent Bank has such knowledge or receives such a notice from the a Borrower or a Lender Bank in accordance with the immediately preceding sentence with respect to the occurrence of a material Default, Administrative Agent Bank shall give prompt notice thereof to the LendersBanks. Within ten (10) days of delivery of such notice of Default from Administrative Agent Bank to the Lenders Banks (or such shorter period of time as Administrative Agent Bank determines is necessary), in the event Administrative Agent Bank wishes to take any action requiring the consent of Required Banks or all of the Banks (as provided in this Agreement), Administrative Bank and the Lenders Banks shall consult with each other to determine a proposed course of action. Administrative Agent Bank shall (subject to Section 8.0710.7) take such action with respect to such Default as shall be directed by the Required LendersBanks or the Banks, as applicable; provided that (i) unless and until Administrative Agent shall have received such directionsexcept as otherwise provided in Section 10.9 hereof, Administrative Agent Bank may (but shall not be obligated to) take such action, or refrain from taking such action (including decisions (Aa) to make Protective Advances (subject to the limitation set forth in the definition thereof) that Administrative Agent Bank determines reasonably are necessary to protect or maintain the Property Project and (Bb) to foreclose on the Property Project or exercise any other remedy), with respect to such Default as it shall deem advisable in the interest of the Lenders except to the extent that this Agreement expressly requires that such action be taken, or not be taken, only with the consent or upon the authorization of all of the Lenders Banks and (ii) no actions approved by the Required Lenders Banks shall violate the Loan Documents or any Governmental RequirementRequirements. (b) Each of the Lenders Banks acknowledges and agrees that no individual Lender Bank may separately enforce or exercise any of the provisions of any of the Loan Documents (including, without limitation, the Notes) other than through Administrative AgentBank. Administrative Agent Bank shall advise the Lenders Banks of all material actions which Administrative Agent Bank takes in accordance with the provisions of this Section 80310.3. Notwithstanding the foregoing, if the Required Lenders Banks shall at any time direct that a different or additional remedial action be taken from that already undertaken by Administrative AgentBank, including the commencement of foreclosure proceedings, such different or additional remedial action shall be taken in lieu of or in addition to, the prosecution of such action taken by Administrative AgentBank; provided that all actions already taken by Administrative Agent Bank pursuant to Section 8.03(a10.3(a) shall be valid and binding on each LenderBank. (c) All money (other than money subject to the provisions of Section 8.03(i) received from any enforcement actions, including the proceeds of a foreclosure sale of the PropertyProject, shall be applied: Firstfirst, to the payment or reimbursement of Administrative Agent Bank for expenses incurred in accordance with the provisions of Sections 8.03(d10.3(d), (e) and (f) and 8.05 10.5 and to the payment of any fees and charges then due agent to Administrative Bank to the extent not paid by the BorrowerBorrowers; Secondsecond, to the Lenders Banks for expenses incurred in accordance with the provisions of Section 8.03(d10.3(d), (e) and (f) and 8.0510.5; Thirdthird, to the payment or reimbursement of the Lenders Banks for any advances made pursuant to Section 8.03(d10.3(d); and Fourthfourth, pari passu to the Lenders Banks in accordance with their respective Proportionate Sharespro rata percentage of Obligations held by them (excluding those items set forth in first through third and fifth of this subsection (c)), unless an Unpaid Amount is owed pursuant to Section 8.1110.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender Bank and be applied to payment of such Unpaid Amount to the Special Advance LenderBank; and Fifth to repayment of amounts due under any Bank-Provided Hedging Transaction. (d) All losses with respect to interest (including interest at the Default Rate) and other sums payable pursuant to the Notes or incurred in connection with the Loans, the enforcement thereof or the realization of the security therefor, shall be borne by the Lenders Banks in accordance with their respective Proportionate SharesPercentage. The Lenders Banks shall promptly, upon request, remit to Administrative Agent Bank their respective Proportionate Shares Percentage of (i) any expenses incurred by Administrative Agent Bank in connection with any Default to the extent any expenses have not been paid by the Borrower, (ii) any advances made to pay taxes or insurance or otherwise to preserve the lien of the Loan Documents or to preserve and protect the Property or made to effect the completion of the Improvements to be constructed pursuant to this Agreement Project whether or not the amount necessary to be advanced for such purposes exceeds the amount of the respective Commitments of the LendersBanks, (iii) any other expenses incurred in connection with the enforcement of the Security Instrument or other Loan Documents, and (iv) any expenses incurred in connection with the consummation of the Loans not paid or provided for by the BorrowerBorrowers. To the extent any such advances are recovered in connection with the enforcement of the Security Instrument Mortgage or the other Loan Documents, each Lender Bank shall be paid its Proportionate Share Percentage of such recovery after deduction of the expenses of Administrative AgentBank. (e) If any action is brought to collect on the Notes, foreclose under the Security InstrumentMortgage, or enforce any of the Loan Documents, such action shall (to the extent permitted under applicable law and the decisions of the court in which such action is brought) be an action brought by Administrative Agent Bank and the LendersBanks, collectively, to collect on all or a portion of the Notes or enforce the Loan Documents, and counsel selected by Administrative Agent Bank shall prosecute any such action on behalf of Administrative Agent Bank and the LendersBanks, and Administrative Agent Bank and the Lenders Banks shall consult and cooperate with each other in the prosecution thereof. The costs and expenses of foreclosure, to the extent not paid by Borrower Borrowers (in accordance with Section 9.2) within ten (10) days after Administrative Agent's Bank’s demand therefor, will be borne by the Lenders Banks in accordance with their respective Proportionate SharesPercentages. (f) If title is acquired to the Property Project after a foreclosure sale, nonjudicial foreclosure or by a deed in lieu of foreclosure, title shall be held by Administrative Agent Bank in its own name in trust for the Lenders Banks or, at Administrative Agent's Bank’s election, in the name of a wholly owned subsidiary of Administrative Agent Bank on behalf of the LendersBanks. (g) If Administrative Agent Bank (or its subsidiary) acquires title to the Property Project or is entitled to possession of the Property Project during or after the foreclosure, all material decisions with respect to the possession, ownership, development, construction, control, operation, leasing, management and sale of the Property Project shall be made by Administrative AgentRequired Banks. All income or other money received after so acquiring title to or taking possession of the Property Project with respect to the PropertyProject, including income from the operation and management of the Property Project and the proceeds of a sale of the PropertyProject, shall be applied: First, to the payment or reimbursement of Administrative Agent Bank for expenses incurred in accordance with the provisions of this Section 9 Article 10 and to the payment of any fees and charges then due agent to the extent not paid by the BorrowerBorrowers (in accordance with Section 9.2); Second, to the payment of operating expenses with respect to the PropertyProject; Third, to the establishment of reasonable reserves for the operation of the PropertyProject as determined by Administrative Bank; Fourth, to the payment or reimbursement of the Lenders Banks for any advances made pursuant to Section 8.03(d10.3(d); Fifth to fund any capital improvement, leasing and other reserves established at the discretion of Administrative AgentBank; and Sixth, pari passu to the Lenders Banks in accordance with their respective Proportionate Sharespro rata percentage of Obligations held by them (excluding those items set forth in First through Fifth and Seventh of this subsection (g), unless an Unpaid Amount is owed pursuant to Section 8.1110.11, in which event such Unpaid Amount shall be deducted from the portion of such proceeds of the Defaulting Lender Bank and be applied to payment of such Unpaid Amount to the Special Advance LenderBank (as defined in Section 10.11), and Seventh to repayment of amounts due under any Bank-Provided Hedge Transaction.