Common use of Grantor’s Obligations Upon Default Clause in Contracts

Grantor’s Obligations Upon Default. Upon the request of the Notes Collateral Agent at any time when an Event of Default has occurred and is continuing, each Grantor will: (a) at its own cost and expense, (i) assemble and make available to the Notes Collateral Agent the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral Agent, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral Agent, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, so directs and in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent and that the Notes Collateral Agent has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its representatives and/or agents to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy.

Grantor’s Obligations Upon Default. Upon three (3) Business Days’ prior written notice to the request of Grantor from the Notes Collateral Agent Agent, at any time when an Event of Default has occurred exists and is continuing, each Grantor will: (a) at its own cost and expense, expense (i) assemble and make available to the Notes Collateral Agent Agent, the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral Agent, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral AgentAgent so directs, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, so directs and legend in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstandingCollateral Agent, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include Contracts with an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent and that the Notes Collateral Agent has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its representatives and/or agents agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy.

Grantor’s Obligations Upon Default. Upon at least three (3) Business Days’ prior written notice to the request of Grantor from the Notes Collateral Agent Agent, at any time when an Event of Default has occurred exists and is continuing, each Grantor will: (a) at its own cost and expense, expense (i) assemble and make available to the Notes Collateral Agent Agent, the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral Agent, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral AgentAgent so directs, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, so directs and legend in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstandingCollateral Agent, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include Contracts with an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent and that the Notes Collateral Agent has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its representatives and/or agents agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy.

Grantor’s Obligations Upon Default. Upon the written request of the Notes Collateral Agent at any time when Trustee after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, each Grantor will: (a) at its own cost and expense, expense (i) assemble and make available to the Notes Collateral Agent Trustee the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral AgentTrustee, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent Trustee or to its representatives (copies of which evidence and books and records may be retained by such Grantor) to the extent such assets constitute Collateral and (iii) if the Notes Collateral AgentTrustee so directs, acting at the written direction of the Holders of a majority such Grantor shall legend, in aggregate principal amount of the Notes then outstanding, so directs and in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstandingCollateral Trustee, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor to the extent such assets constitute Collateral evidencing or pertaining to such Accounts and Contracts, which legend shall include Contracts to the extent such assets constitute Collateral with an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent Trustee and that the Notes Collateral Agent Trustee has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its Trustee, by the Collateral Trustee’s representatives and/or agents and agents, to enter, occupy and use any premises owned by the Grantors or, to the extent lawful and permitted, leased by any of the Grantors where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy.

Grantor’s Obligations Upon Default. Upon the request of the Notes Collateral Agent Noteholder at any time when an Event of Default has occurred and is continuing, each Grantor will: (a) at its own cost and expense, expense (i) assemble and make available to the Notes Collateral Agent Noteholder, the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral AgentNoteholder, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent Noteholder or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral Agent, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, Noteholder so directs and in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstandingNoteholder, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent Noteholder and that the Notes Collateral Agent Noteholder has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Assetagreement, permit the Notes Collateral Agent Noteholder and/or its representatives and/or agents agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy.

Grantor’s Obligations Upon Default. Upon the request of the Notes Collateral Agent at any time when an Event of Default has occurred and is continuing, each Grantor will: (a) at its own cost and expense, expense (i) assemble and make available to the Notes Collateral Agent Agent, the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral AgentAgent that is reasonably convenient to both parties, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral Agent, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, Agent so directs and in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstandingAgent, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include Contracts with an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent and that the Notes Collateral Agent has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its representatives and/or agents agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy, in each case, for a reasonable period of time in order to effectuate its rights and remedies hereunder or under applicable law, provided that the Agent shall provide the applicable Grantor with reasonable notice thereof prior to or promptly after such occupancy.

Grantor’s Obligations Upon Default. Upon the request of the Notes Collateral Agent at any time when an Event of Default has occurred and is continuing, each Grantor will: (a) at its own cost and expense, (i) assemble and make available to the Notes Collateral Agent the Collateral and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral Agent, whether at such Grantor’s premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral Agent, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, Agent so directs and in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstandingCollateral Agent, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent and that the Notes Collateral Agent has a security interest therein; and (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its representatives and/or agents to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any Grantor for such use and occupancy.

Grantor’s Obligations Upon Default. Upon the request of the Notes Collateral Agent at any time when after the occurrence and continuation of an Event of Default has occurred and is continuingDefault, each Grantor will: (a) at its own cost and expense, (i) assemble and make available to the Notes Collateral Agent the Collateral of such Grantor and all books and records relating thereto at any place or places reasonably specified by the Notes Collateral Agent, whether at such Grantor’s 's premises or elsewhere, (ii) deliver all tangible evidence of its Accounts and Contract Rights (including, without limitation, all documents evidencing the Accounts and all Contracts) and such books and records to the Notes Collateral Agent or to its representatives (copies of which evidence and books and records may be retained by such Grantor) and (iii) if the Notes Collateral Agent, acting at the written direction of the Holders of a majority in aggregate principal amount of the Notes then outstanding, so directs and in a form and in a manner reasonably satisfactory to the Holders of a majority in aggregate principal amount of the Notes then outstanding, add a legend to the Accounts and the Contracts, as well as books, records and documents (if any) of such Grantor evidencing or pertaining to such Accounts and Contracts, which legend shall include an appropriate reference to the fact that such Accounts and Contracts have been assigned to the Notes Collateral Agent and that the Notes Collateral Agent has a security interest therein; and; (b) subject to the terms of any applicable lease other occupancy agreement and the rights of obligors of any applicable CRE Finance Asset, permit the Notes Collateral Agent and/or its Agent, by the Collateral Agent's representatives and/or agents and agents, to enter, occupy and use any premises where all or any part of the Collateral, or the books and records relating thereto, or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any obligation to pay any such Grantor for such use and occupancy; (c) use commercially reasonable efforts to take, or cause an issuer of Pledged Collateral of such Grantor to take, any and all actions necessary to register or qualify such Pledged Collateral to enable the Collateral Agent to consummate a public sale or other disposition of such Pledged Collateral; and (d) at its own expense, cause the independent certified public accountants then engaged by such Grantor to prepare and deliver to the Collateral Agent and each Lender, at any time, and from time to time, promptly upon the Collateral Agent's request, the following reports with respect to such Grantor: (i) a reconciliation of all Accounts of such Grantor; (ii) an aging of all such Accounts; (iii) trial balances; and (iv) a test verification of such Accounts.