Common use of Proceeds of Foreclosure Clause in Contracts

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expenses, advertising costs, auctioneers’ fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee under this Mortgage, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to Mortgagor, or to Mortgagor’s representatives, successors or assigns, or such other persons or entities (including the Mortgagee or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expensesexpenses (including the market value of services provided by in-house counsel), advertising costs, auctioneers’ auctioneer’s fees, costs of title rundowns and rundowns, lien searches, trustee’s sale guaranties, foreclosure sale guaranties, litigation guaranties and/or other title policies and endorsements, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and the maximum fee legally permitted, or a reasonable fee when the law provides no maximum limit, to Trustee acting under the provisions of clause (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said clause (c), and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ fees due and unpaid on the Note Loan and the amounts due and unpaid and owed to Mortgagee Holder and Lenders under this MortgageDeed of Trust, the order and manner of application to the items in this clause FIRST to be in MortgageeHolder’s sole discretion; and SECOND, the remainder, if any there shall beany, shall be paid to MortgagorGrantor, or to MortgagorGrantor’s representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder, on behalf of itself and Lenders, may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expensesexpenses (including the market value of services provided by in-house counsel), advertising costs, auctioneers’ auctioneer’s fees, costs of title rundowns and rundowns, lien searches, trustee’s sale guaranties, foreclosure sale guaranties, litigation guaranties and/or other title policies and endorsements, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and the maximum fee legally permitted, or a reasonable fee when the law provides no maximum limit, to Trustee acting under the provisions of clause (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said clause (c), and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ fees due and unpaid on the Note Loan and the amounts due and unpaid and owed to Mortgagee Xxxxxx and Lenders under this MortgageDeed of Trust, the order and manner of application to the items in this clause FIRST to be in MortgageeHolder’s sole discretion; and SECOND, the remainder, if any there shall beany, shall be paid to MortgagorGrantor, or to MortgagorGrantor’s representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder, on behalf of itself and Lenders, may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expenses, advertising costs, auctioneers’ fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee under this Mortgage, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to Mortgagor, or to Mortgagor’s representatives, successors or assigns, or such other persons or entities (including the Mortgagee or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.. February-16-2012

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Grantee or its trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expenses, advertising costs, auctioneers’ auctioneer’s fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale or any lesser maximum amount set by applicable law) to Grantee or its trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageDeed of Trust, the order and manner of application to the items in this clause FIRST to be in MortgageeHolder’s sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to MortgagorGrantor’s heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may deposit or interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Promissory Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageAmended and Restated Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Holder's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ ' fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the NL Note and the amounts due and unpaid and owed to Mortgagee under this Mortgage, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s 's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to Mortgagor, or to Mortgagor’s 's representatives, successors or assigns, or such other persons or entities (including the Mortgagee or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note Promissory Notes and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageCounty Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Xxxxxx's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageDeed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Holder's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expenses, advertising costs, auctioneers’ auctioneer’s fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ fees due and unpaid on the Note Loan and the amounts due and unpaid and owed to Mortgagee under this MortgageMortgage and the amounts due and unpaid and owed to Mortgagee (or its Affiliates) under any Swap Contracts, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to Mortgagor, or to Mortgagor’s heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The (a) In the event that the Mortgagee exercises its rights and actions derived from this Mortgage and/or applicable law in accordance with the provisions set forth in Clause Seventh above, the Mortgagor expressly agrees that the proceeds of any sale held by Mortgagee sale, disposition or any receiver other realization upon all or public officer in foreclosure part of the liens and security interests evidenced hereby Mortgaged Assets pursuant to or as contemplated by this Mortgage shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: FIRSTfollowing order: (i) First, to the payment of all necessary out of pocket costs and expenses incident to incurred by the Mortgagee (in its capacity as Mortgagee hereunder or as Collateral Trustee, administrative agent or Mortgagee under any other Transaction Documents) in connection with such foreclosure collection, sale, foreclosure or realization or otherwise in connection with this Mortgage, any other Transaction Document or any of the Secured Obligations, including but not limited to all reasonable attorneys’ fees and legal expenses, advertising costs, auctioneers’ fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges the fees and expenses of every characterits agents and legal counsel, and any other costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Transaction Document; (ii) Second, to the payment of any taxes, duties, levies, deductions or withholdings caused or levied in connection with this Mortgage or with the foreclosure of the Mortgaged Assets; (iii) Third, the balance, if any, to the payment of costs and expenses (including, without limitation, fees and commissions) incurred in connection with the sale or other transfer of the Mortgaged Assets; (iv) Fourth, the balance, if any, to the Mortgagee, to the payment in Dollars of the Secured Obligations; and (v) Fifth, the balance, if any, to the Mortgagor. (b) Due to the fact that the Secured Obligations consist in part of monetary obligations denominated in Dollars, in order to pay such Secured Obligations, the proceeds of the sale of the Mortgaged Assets or any portion thereof that are received in Pesos will be exchanged by the Mortgagee in a foreign exchange transaction into Dollars with a financial institution selected by the Mortgagee, at the most favorable exchange rate offered at that time by such financial institution, and the currency so exchanged shall be applied by Mortgagee, up to the resulting converted amount, to the payment of the Secured Obligations and other Secured Indebtednessobligations denominated in Dollars, including specifically without limitation the principalif any, accrued interest and reasonable attorneys’ fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee under this Mortgage, in the order and manner set forth in paragraph (a) above. The Mortgagee shall have no liability in respect of application to the items in this clause FIRST to be in Mortgagee’s sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to Mortgagor, or to Mortgagor’s representatives, successors or assigns, or spot exchange rates offered by such other persons or entities financial institutions (including the Mortgagee or beneficiary of any inferior lien) as which may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person itself or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainderan affiliate).

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Promissory Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageCounty Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Xxxxxx's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Administrative Agent or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws Laws and to the extent consistent therewiththerewith as follows: (i) FIRST, to the payment of all necessary out of pocket reasonable and documented costs and MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT, AND FINANCING STATEMENT- Page 29 expenses incident to such foreclosure sale, including but not limited to all reasonable and documented attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, character and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable and documented attorneys’ ' fees due and unpaid on the Note Loan and the amounts due and unpaid and owed to Mortgagee Administrative Agent under this Mortgage, Mortgage the order and manner of application to the items in this clause FIRST to be (all with interest at the rate per annum provided in Mortgagee’s the Loan Agreement all in Administrative Agent's sole discretion; and (ii) SECOND, the remainder, if any there shall beany, shall be paid to Mortgagor, or to Mortgagor’s representatives, 's successors or assigns, or such other persons or entities (including the Mortgagee Administrative Agent or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Administrative Agent is uncertain which person or persons are so entitled, Mortgagee Administrative Agent may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Promissory Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageCounty Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Xxxxxx's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Xxxxxx is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note Promissory Notes and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageCounty Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Holder's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee or any receiver or public officer in ----------------------- foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewithapplied: FIRST, to the payment of all necessary out of pocket costs and expenses incident to such ----- foreclosure sale, including but not limited to all reasonable and actual attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and to the payment of the other Secured Indebtednesssecured indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee under this Mortgage, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s 's sole ----- discretion; and SECOND, the remainder, if any there shall be, shall be paid to ------ Mortgagor, or to Mortgagor’s 's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness secured indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageMortgage and the amounts due and unpaid and owed to Holder (or its affiliates) under any Swap Transaction, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Xxxxxx's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to Mortgagor, or to Mortgagor’s 's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note Notes and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageDeed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Holder's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Promissory Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageAmended and Restated Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Xxxxxx's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held by Mortgagee Trustee or Holder or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewith: , FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ auctioneer's fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, reasonable fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and a reasonable fee (not exceeding five percent (5%) of the gross proceeds of such sale) to Trustee acting under the provisions of paragraph (c) of Section 5.1 hereof if foreclosed by power of sale as provided in said paragraph, and to the payment of the other Secured Indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Promissory Note and the amounts due and unpaid and owed to Mortgagee Holder under this MortgageCounty Deed of Trust, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s Holder's sole discretion; and SECOND, the remainder, if any there shall be, shall be paid to MortgagorGrantor, or to Mortgagor’s Grantor's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee Holder is uncertain which person or persons are so entitled, Mortgagee Holder may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. The proceeds of any sale held ----------------------- by Mortgagee or any receiver or public officer in foreclosure of the liens and security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewithapplied: FIRST, to the payment of all necessary out of pocket costs and expenses incident ----- to such foreclosure sale, including but not limited to all reasonable attorneys’ ' fees and legal expenses, advertising costs, auctioneers’ fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every character, and publication fees and costs, and to the payment of the other Secured Indebtednesssecured indebtedness, including specifically without limitation the principal, accrued interest and reasonable attorneys’ ' fees due and unpaid on the Note and the amounts due and unpaid and owed to Mortgagee under this Mortgage, the order and manner of application to the items in this clause FIRST to be in Mortgagee’s 's sole ----- discretion; and SECOND, the remainder, if any there shall be, shall be paid to ------ Mortgagor, or to Mortgagor’s 's heirs, devisees, representatives, successors or assigns, or such other persons or entities (including the Mortgagee holder or beneficiary of any inferior lien) as may be entitled thereto by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitled, Mortgagee may interplead such remainder in any court of competent jurisdiction, and the amount of any reasonable attorneys’ ' fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness secured indebtedness and shall be reimbursable (without limitation) from such remainder.

Proceeds of Foreclosure. (a) The proceeds of any sale held by Mortgagee or any receiver or public officer in foreclosure of the liens and and/or security interests evidenced hereby shall be applied in accordance with the requirements of applicable laws and to the extent consistent therewithapplied: FIRST, to the payment of all necessary out of pocket costs and expenses incident to such foreclosure sale, including but not limited to all reasonable attorneys’ fees and legal expenses, advertising costs, auctioneers’ fees, costs of title rundowns and lien searches, inspection fees, appraisal costs, fees for professional services, environmental assessment and remediation fees, all court costs and charges of every charactercharacter in the event foreclosed by suit or any judicial proceeding and including, but not limited to, a reasonable fee to Mortgagee if such sale was made by Mortgagee acting under the provisions of Section 4.3(a) and including but not limited to the compensation of any of the keeper, if any; SECOND, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other Secured Indebtednessamounts (including fees, including specifically without limitation charges and disbursements of external counsel to the Administrative Agent and amounts payable under Article III of the Credit Agreement) payable to the Administrative Agent in its capacity as such and payable to Mortgagee in its capacity as Collateral Agent; THIRD, to payment of that portion of the Obligations constituting fees, indemnities and other amounts (other than principal, accrued interest and reasonable attorneys’ fees due and unpaid on Letter of Credit Fees) payable to the Note Lenders and the amounts due L/C Issuers (including fees, charges and unpaid and owed to Mortgagee under this Mortgage, the order and manner disbursements of application external counsel to the items respective Lenders and the L/C Issuers and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause FIRST Third payable to be them; FOURTH, to payment of that portion of the Obligations constituting accrued and unpaid Letter of Credit Fees and interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C Issuers in Mortgagee’s sole discretionproportion to the respective amounts described in this clause Fourth payable to them; FIFTH, pro rata (i) to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, the Secured Swap Obligations and the Cash Management Obligations, ratably among the Lenders, the Hedging Parties and the L/C Issuers in proportion to the respective amounts described in this clause Fifth held by them and (ii) to the Administrative Agent for the account of the applicable L/C Issuers, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and SECONDLAST, the remainderbalance, if any there shall beany, shall be after all of the Obligations have been indefeasibly paid in full, to Mortgagor, or to Mortgagor’s representatives, successors or assigns, or as otherwise required by law. (b) Mortgagee shall have absolute discretion as to the time of application of any such other persons proceeds, moneys or entities balances in accordance with this Mortgage. Upon any sale of Property by Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of Mortgagee or beneficiary of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any inferior lienpart of the purchase money paid over to Mortgagee or such officer or be answerable in any way for the misapplication thereof. (c) as may be entitled thereto In making the determination and allocations required by law; provided, however, that if Mortgagee is uncertain which person or persons are so entitledthis Section 4.5, Mortgagee may interplead conclusively rely upon information (i) supplied by the Administrative Agent as to the amounts of unpaid principal and interest and other amounts outstanding with respect to the Obligations and (ii) supplied to Mortgagee in accordance with the Intercreditor Agreement in the case of Secured Swap Obligations, and Mortgagee shall have no liability to any of the Secured Parties for actions taken in reliance on such remainder information, provided that nothing in this sentence shall prevent Mortgagor from contesting any amounts claimed by any Secured Party in any information so supplied. All distributions made by Mortgagee pursuant to this Section 4.5 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest error), and Mortgagee shall have no duty to inquire as to the amount application by the Administrative Agent of any reasonable attorneys’ fees, court costs and out of pocket expenses incurred in such action shall be a part of the Secured Indebtedness and shall be reimbursable (without limitation) from such remainderamounts distributed to it.