Common use of Lender’s Right to Take Possession, Operate and Apply Income Clause in Contracts

Lender’s Right to Take Possession, Operate and Apply Income. (i) Upon Lender's demand, Borrower shall forthwith surrender to Lender the actual possession of the Resorts and, to the extent permitted by law, Lender may enter and take possession of the Resorts and may exclude Borrower and its employees and other agents wholly therefrom and may have joint access with Borrower to Borrower's books, papers and accounts. If Borrower fails to surrender or deliver all or any portion of the Resorts to Lender upon demand, Lender may obtain a judgment or decree conferring upon Lender the right to immediate possession or requiring Borrower to deliver immediate possession of all or part of the Resorts to Lender, and Borrower hereby specifically consents to the entry of such a judgment or decree. (ii) Upon every such entering upon or taking of possession, Lender may hold, store, use, operate, manage and control the Resorts and conduct Borrower's business on the Resorts and, from time to time, do any of the following things as Lender may from time to time deem necessary, appropriate or desirable: (A) perform all maintenance, repairs, renewals, replacements, additions and improvements necessary and proper to the Resorts and purchase or otherwise acquire additional fixtures, personalty and other property; (B) insure, manage and operate the Resorts and exercise all of the rights and powers of Borrower (in Lender's name or otherwise) with respect to the insurance, management and operation of the Resorts; and (C) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted to Lender. (iii) Lender may collect and receive all of the income, revenues, rents, issues and profits of the Resorts, including those past due as well as those accruing thereafter. Lender shall apply such amounts received by Lender first to the payment of accrued interest and then to the payment of principal and all other sums or indebtedness that may be due hereunder, after deducting therefrom: (A) All expenses of taking, holding, managing and operating the Resorts (including compensation for the services of all persons employed for such purposes); (B) The cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (C) The cost of insurance; (D) Such taxes, assessments and other charges prior to the lien of the Textron Mortgages as Lender may determine to pay; (E) Other proper charges upon the Resorts or any part thereof; and (F) The reasonable compensation, expenses and disbursements of the attorneys and other agents of Lender, including attorneys' fees and court costs. (iv) If an Event of Default giving rise to pursuit of the foregoing remedy shall have been cured, Lender may, at its option, surrender possession of the Resorts to Borrower, its successors or assigns; provided, however, that Lender's right to take possession and to pursue any other remedies hereunder or under any of the other Loan Documents shall exist if any subsequent Event of Default shall occur.

Lender’s Right to Take Possession, Operate and Apply Income. (i) Upon Lender's ’s demand, Borrower shall forthwith surrender to Lender the actual possession of the Resorts Mortgaged Property and, to the extent permitted by law, Lender may enter and take possession of all the Resorts Mortgaged Property and Sub-Loan Collateral and may exclude Borrower and its agents and employees and other agents wholly therefrom and may have joint access with Borrower to Borrower's ’s books, papers and accountsaccounts related to the Applicable Resort. If Borrower fails to surrender or deliver all or any portion of the Resorts Mortgaged Property and Sub-Loan Collateral to Lender upon demand, Lender may obtain a judgment or decree conferring upon on Lender the right to immediate possession or requiring Borrower to deliver immediate possession of all or part of the Resorts Mortgaged Property and Sub-Loan Collateral to Lender, and Borrower hereby specifically consents to the entry of such a judgment or decree. (ii) Upon every such entering upon or taking of possession, Lender may hold, store, use, operate, manage and control the Resorts Mortgaged Property and Sub-Loan Collateral and conduct Borrower's ’s business on the Resorts thereon and, from time to time, time do any of the following things as Lender may from time to time deem necessary, appropriate or desirable: (A) perform make all maintenance, repairs, renewals, replacements, additions and improvements necessary and proper to the Resorts Mortgaged Property and Sub-Loan Collateral and purchase or otherwise acquire additional fixtures, personalty and other property; (B) insure, manage and operate the Resorts Mortgaged Property and Sub-Loan Collateral and exercise all of the rights and powers of Borrower (in Lender's ’s name or otherwise) with respect to the insurance, management and operation of the Resorts; andMortgaged Property; (C) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted to Lender; (D) perform or cause to be performed any and all work and labor necessary to complete the applicable Work in connection with any Sub-Loan which has been commenced in accordance with the Specifications; and (E) disburse that portion of any of the applicable Sub-Loan proceeds not previously disbursed (including any retainage) to the extent necessary to complete the Work which has been commenced in accordance with the Specifications, and if such completion requires a larger sum than the remaining undisbursed portion of the Applicable Sub-Loan, disburse such additional funds, all of which funds so disbursed by Lender shall be deemed to have been disbursed to Borrower and shall be secured by the Sub-Loan Collateral. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete the Work in Borrower’s name and hereby empowers Lender as said attorney-in-fact to take all actions necessary in connection therewith, including but not limited to the following: (i) to use any funds of Borrower, including any balance which may be held in escrow and any funds which may remain unadvanced hereunder, for the purpose of completing the Work in the manner called for by the Specifications; (ii) to make such additions and changes and corrections in the Specifications which shall be necessary or desirable to complete the Work in substantially the manner contemplated by the applicable Specifications; (iii) to employ such contractors, subcontractors, agents, architects, engineers and inspectors as shall be required for said purposes; (iv) to pay, settle or compromise all existing or future bills and claims which are or may be liens against the Mortgaged Property or Sub-Loan Collateral or which may be necessary or desirable for the completion of the Work or the clearance of title to the Mortgaged Property; (v) to execute all applications and certificates in Borrower’s name which may be required by any Sub-Loan Construction Contract; and (vi) to do any and every act with respect to the Mortgaged Property and Sub-Loan Collateral which Borrower may do in its own behalf. Such power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked by death or otherwise. Said attorney-in-fact shall also have power to prosecute and defend all actions or proceedings in connection with the Mortgaged Property and Sub-Loan Collateral and to take such action and require such performance as it deems necessary. In accordance therewith, Borrower hereby assigns and quitclaims to Lender all sums to be advanced hereunder, including retainage and any sums in escrow, conditioned upon the use of said sums, if any, for the completion of the Work. (iii) Lender may collect and receive all of the income, revenues, rents, issues and profits of the ResortsApplicable Resort, including those past due as well as those accruing thereafter. Lender shall apply such amounts sums received by Lender Lender, first to the payment of accrued interest and then to the payment of principal and all other sums or indebtedness that may be due hereunder, after deducting therefrom: (A) All expenses of taking, holding, managing and operating the Resorts Mortgaged Property and Sub-Loan Collateral (including compensation for the services of all persons employed for such purposes); (B) The cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (C) The cost of insurance; (D) Such taxes, assessments and other charges prior to the lien of the Textron Mortgages charges, as Lender may determine to pay; (E) Other proper charges upon the Resorts Applicable Resort or any part thereof; and (F) The reasonable compensation, expenses and disbursements of the attorneys and other agents of Lender, including attorneys' ’ fees and court costscosts for any appeal. (iv) If an Event of Default giving rise to pursuit of the foregoing remedy shall have been cured, Lender may, at its option, surrender possession of the Resorts Mortgaged Property and Sub-Loan Collateral to Borrower, its successors or assigns; provided, provided however, that Lender's ’s right to take possession and to pursue any other remedies hereunder or under any of the other applicable Sub-Loan Documents shall exist if any subsequent Event of Default shall occur.

Lender’s Right to Take Possession, Operate and Apply Income. (i) Upon Lender's ’s demand, Borrower shall forthwith surrender to Lender the actual possession of any or all of the Resorts Mortgaged Property and, to the extent permitted by law, Lender may enter and take possession of the Resorts Mortgaged Property and may exclude Borrower and its their employees and other agents Lender wholly therefrom and may have joint access with Borrower to Borrower's ’s books, papers and accounts. If Borrower fails to surrender or deliver all or any portion of the Resorts Mortgaged Property to Lender upon demand, Lender may obtain a judgment or decree conferring upon Lender the right to immediate possession or requiring Borrower to deliver immediate possession of all or part of the Resorts Mortgaged Property to Lender, and Borrower hereby specifically consents to the entry of such a judgment or decree. (ii) Upon every such entering upon or taking of possession, Lender may hold, store, use, operate, manage and control of the Resorts Mortgaged Property and conduct Borrower's ’s business on at the Resorts Mortgaged Property and, from time to time, do any of the following things as Lender may from time to time deem necessary, appropriate or desirable: (A) perform all maintenance, repairs, renewals, replacements, additions and improvements necessary and proper to the Resorts Mortgaged Property and purchase or otherwise acquire additional fixtures, personalty and other property; (B) insure, manage and operate the Resorts Mortgaged Property and exercise all of the rights and powers of Borrower (in Lender's ’s name or otherwise) with respect to the insurance, management and operation of the Resorts; andMortgaged Property; (C) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted to Lender.; (D) perform or cause to be performed any all work and labor necessary to complete each of the Financed Improvements with respect to the Mortgaged Property; (iii) Lender may collect and receive all of the income, revenues, rents, issues and profits Rents of the ResortsMortgaged Property, including those past due as well as those accruing thereafter. Lender shall apply such amounts received by Lender first to the payment of accrued interest and then to the payment of principal and all other sums or indebtedness that may be due hereunder, after deducting therefrom: (A) All expenses of taking, holding, managing and operating the Resorts Mortgaged Property (including compensation for the services of all persons employed for such purposes); (B) The cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (C) The cost of insurance; (D) Such taxes, assessments and other charges prior to the lien Lien of the Textron Mortgages Mortgage as Lender may determine to pay; (E) Other proper charges upon the Resorts Mortgaged Property or any part thereof; and (F) The reasonable compensation, expenses and disbursements of the attorneys and other agents of Lender, including attorneys' ’ fees and court costs. (iv) If an Event of Default giving rise to pursuit of the foregoing remedy shall have been cured, Lender may, at its option, surrender possession of the Resorts Mortgaged Property to Borrower, its successors or assigns; provided, however, that Lender's ’s right to take possession and to pursue any other remedies hereunder or under any of the other Inventory Loan Documents shall exist if any subsequent Event of Default shall occur.

Lender’s Right to Take Possession, Operate and Apply Income. (i) Upon Lender's ’s demand, Borrower shall forthwith surrender to Lender the actual possession of the Resorts property encumbered by the Lender’s Mortgage and, to the extent permitted by law, Lender may enter and take possession of all or any portion of the Resorts property encumbered by the Lender’s Mortgage and may exclude Borrower and its agents and employees and other agents wholly therefrom and may have joint access with Borrower to Borrower's ’s books, papers and accounts. If Borrower fails to surrender or deliver all or any portion of the Resorts property encumbered by the Lender’s Mortgage to Lender upon demand, Lender may obtain a judgment or decree conferring upon on Lender the right to immediate possession or requiring Borrower to deliver immediate possession of all or part of the Resorts property encumbered by the Lender’s Mortgage to Lender, and Borrower hereby specifically consents to the entry of such a judgment or decree. (ii) Upon every such entering upon or taking of possession, Lender may hold, store, use, operate, manage and control the Resorts property encumbered by the Lender’s Mortgage and conduct Borrower's ’s business on the Resorts thereon and, from time to time, time do any of the following things as Lender may from time to time deem necessary, appropriate or desirable: (A) perform make all maintenance, repairs, renewals, replacements, additions and improvements necessary and proper to the Resorts property encumbered by the Lender’s Mortgage and purchase or otherwise acquire additional fixtures, personalty and other property; (B) insure, manage and operate the Resorts property encumbered by the Lender’s Mortgage and exercise all of the rights and powers of Borrower (in Lender's ’s name or otherwise) with respect to the insurance, management and operation of the Resorts; andproperty encumbered by the Lender’s Mortgage; (C) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted to Lender; and (D) perform or cause to be performed any and all work and labor necessary to maintain the property encumbered by the Lender’s Mortgage. (iii) Lender may collect and receive all of the income, revenues, rents, issues and profits of the Resortsproperty encumbered by the Lender’s Mortgage, including those past due as well as those accruing thereafter. Lender shall apply such amounts sums received by Lender first Lender, to the payment of accrued interest and then to the payment of principal and all other sums or indebtedness that Obligations, in such order as Lender may be due hereunderelect, after deducting therefrom: : (A) All all expenses of taking, holding, managing and operating the Resorts property encumbered by the Lender’s Mortgage (including compensation for the services of all persons Persons employed for such purposes); ; (B) The the cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; ; Lender may determine to pay; (C) The the cost of insurance; ; (D) Such such taxes, assessments and other charges prior to the lien of the Textron Mortgages charges, as Lender may determine to pay; ; (E) Other other proper charges upon the Resorts property encumbered by the Lender’s Mortgage or any part thereof; and and (F) The reasonable the compensation, expenses and disbursements of the attorneys and other agents of Lender, including attorneys' ’ fees and court costscosts for any appeal. (iv) If an Event of Default giving rise to pursuit of the foregoing remedy shall have been cured, Lender may, at its option, shall surrender possession of the Resorts property encumbered by the Lender’s Mortgage to Borrower, its successors or assigns; provided, provided however, that Lender's ’s right to take possession and to pursue any other remedies hereunder or under any of the other Loan Documents shall exist if any subsequent Event of Default shall occuroccur and further provided that such surrender shall not have the effect of releasing Lender’s lien on the property so surrendered.

Lender’s Right to Take Possession, Operate and Apply Income. (i) Upon Lender's demand, Borrower shall forthwith surrender to Lender the actual possession of the Resorts Mortgaged Property and, to the extent permitted by law, Lender may enter and take possession of all the Resorts Mortgaged Property and may exclude Borrower and its agents and employees and other agents wholly therefrom and may have joint access with Borrower to Borrower's books, papers and accountsaccounts related to the Project. If Borrower fails to surrender or deliver all or any portion of the Resorts Mortgaged Property to Lender upon demand, Lender may obtain a judgment or decree conferring upon on Lender the right to immediate possession or requiring Borrower to deliver immediate possession of all or part of the Resorts Mortgaged Property to Lender, and Borrower hereby specifically consents to the entry of such a judgment or decree. (ii) Upon every such entering upon or taking of possession, Lender may hold, store, use, operate, manage and control the Resorts Mortgaged Property and conduct Borrower's business on the Resorts thereon and, from time to time, time do any of the following things as Lender may from time to time deem necessary, appropriate or desirable: (A) perform make all maintenance, repairs, renewals, replacements, additions and improvements necessary and proper to the Resorts Mortgaged Property and purchase or otherwise acquire additional fixtures, personalty and other property; (B) insure, manage and operate the Resorts Mortgaged Property and exercise all of the rights and powers of Borrower (in Lender's name or otherwise) with respect to the insurance, management and operation of the Resorts; andMortgaged Property; (C) enter into any and all agreements with respect to the exercise by others of any of the powers herein granted to Lender; (D) perform or cause to be performed any and all work and labor necessary to complete the Work which has been commenced in accordance with the Specifications; and (E) disburse that portion of the Loan proceeds not previously disbursed (including any retainage) to the extent necessary to complete the Work which has been commenced in accordance with the Specifications, and if such completion requires a larger sum than the remaining undisbursed portion of the Loan, disburse such additional funds, all of which funds so disbursed by Lender shall be deemed to have been disbursed to Borrower and shall be secured by the Collateral. For this purpose, Borrower hereby constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete the Work in Borrower's name and hereby empowers Lender as said attorney-in-fact to take all actions necessary in connection therewith, including but not limited to the following: (i) to use any funds of Borrower, including any balance which may be held in escrow and any funds which may remain unadvanced hereunder, for the purpose of completing the Work in the manner called for by the Specifications; (ii) to make such additions and changes and corrections in the Specifications which shall be necessary or desirable to complete the Work in substantially the manner contemplated by the applicable Specifications; (iii) to employ such contractors, subcontractors, agents, architects, engineers and inspectors as shall be required for said purposes; (iv) to pay, settle or compromise all existing or future bills and claims which are or may be liens against the Mortgaged Property or which may be necessary or desirable for the completion of the Work or the clearance of title to the Mortgaged Property; (v) to execute all applications and certificates in Borrower's name which may be required by any construction contract; and (vi) to do any and every act with respect to the Mortgaged Property which Borrower may do in its own behalf. Such power of attorney shall be deemed to be a power coupled with an interest which cannot be revoked by death or otherwise. Said attorney-in-fact shall also have power to prosecute and defend all actions or proceedings in connection with the Mortgaged Property and to take such action and require such performance as it deems necessary. In accordance therewith, Borrower hereby assigns and quitclaims to Lender all sums to be advanced hereunder, including retainage and any sums in escrow, conditioned upon the use of said sums, if any, for the completion of the Work. (iii) Lender may collect and receive all of the income, revenues, rents, issues and profits of the ResortsProject, including those past due as well as those accruing thereafter. Lender shall apply such amounts sums received by Lender Lender, first to the payment of accrued interest and then to the payment of principal and all other sums or indebtedness that may be due hereunder, after deducting therefrom: (A) All expenses of taking, holding, managing and operating the Resorts Mortgaged Property (including compensation for the services of all persons employed for such purposes); (B) The cost of all such maintenance, repairs, renewals, replacements, additions, betterments, improvements, purchases and acquisitions; (C) The cost of insurance; (D) Such taxes, assessments and other charges prior to the lien of the Textron Mortgages charges, as Lender may determine to pay; (E) Other proper charges upon the Resorts Project or any part thereof; and (F) The reasonable compensation, expenses and disbursements of the attorneys and other agents of Lender, including attorneys' fees and court costscosts for any appeal. (iv) If an Event of Default giving rise to pursuit of the foregoing remedy shall have been cured, Lender may, at its option, surrender possession of the Resorts Mortgaged Property to Borrower, its successors or assigns; provided, provided however, that Lender's right to take possession and to pursue any other remedies hereunder or under any of the other Loan Documents shall exist if any subsequent Event of Default shall occur.