Common use of Application of Payment upon an Event of Default Clause in Contracts

Application of Payment upon an Event of Default. 10.1. Upon the occurrence of an Event of Default, then, without derogating from any other remedies or relief available to the Bank under law, under any of the Loan Documents or, in respect of the Unpaid Balance of the Other Credit, under any other document, the Bank shall be entitled to take all steps as it deems fit in order to collect all sums owed by the Company to the Bank, including, without limitation, to enforce or bring (or cause the Collateral Agent to enforce or bring) any proceedings under any Security Document and/or to sell, or procure the sale of, all or any of the Collateral or Other Collateral (including, without limitation, the EOI Pledged Shares or any of them), all at the expense of the Company, Gazit-Globe, Gazit 1995, MGN USA, the LTV Guarantors and any other Obligor and to utilize the sums received to repay in part or in full all amounts owed on account of the Unpaid Balance of the Credit and the Unpaid Balance of the Other Credit. In the event the Bank or the Collateral Agent shall take any such steps and/or BLL, the Bank or the Collateral Agent takes any steps to collect any amounts owed by the Company and/or Gazit-Globe and/or Silver Maple and/or Gazit Generation and/or any other Obligor to BLUSA under any of the BLUSA Loan Documents and/or to BLL under any of the BLL Loan Documents, then (subject to clause 10.2 below) any payment received by the Collateral Agent, the Bank and/or BLL in connection with the foregoing shall be applied, as between the obligations of the Company, Gazit-Globe, the Guarantor Shareholders, the LTV Guarantors and any other Obligor under the BLL Loan Documents and the obligations of the Company, Gazit-Globe, the Guarantor Shareholders, the LTV Guarantors and any other Obligor under the BLUSA Loan Documents, in the following order: 10.1.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of the Secured Obligations and all other Total Unpaid Outstandings, including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLL and/or any competent authority to take possession and/or realize any of the Collateral or Other Collateral; 10.1.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLL under the BLL Loan Documents and the Bank under the BLUSA Loan Documents in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLL shall deem fit; 10.1.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLL Loan Documents and the BLUSA Loan Documents, in respect of the Total Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLL Loan Documents and the BLUSA Loan Documents, as aforesaid, as the Bank and BLL shall deem fit; 10.1.4. fourth, in or towards payment on account of the principal of the BLL Credit and the BLUSA Credits in such proportion, between the amount of the outstanding principal of the BLL Credit and the amount of the outstanding principal of the BLUSA Credits, as the Bank and BLL deem fit; and 10.1.5. fifth, in or towards payments on account of the Unpaid Balance of the Other Credit in such order and in such manner as the Bank shall deem fit. The Bank and BLL may vary the order set out in clauses 10.1.1 to 10.1.5 above and may, without derogating from the generality of the foregoing provisions of this clause 10.1, apply any payment in any order it shall so elect (at its absolute discretion) to: (i) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the Loan Documents; and/or to (ii) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the BLL Loan Documents and/or the other BLUSA Loan Documents. The foregoing will override any appropriation made by any Obligor. 10.2. In the event the Bank shall enforce (or cause the Collateral Agent to enforce) the realization of those EOI Pledged Shares then held by, or any other Collateral then owned by, a Maple Ficus Guarantor which are pledged pursuant to a Pledge Agreement to which a Maple Ficus Guarantor is a party, as pledgor (any such EOI Pledged Shares or other Collateral, the “Maple Ficus Collateral”), then, subject to clause 10.3 below, any payment received by the Bank from the proceeds of the realization of such Maple Ficus Collateral shall be applied in the following order: 10.2.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of all Total Unpaid Outstandings referred to in paragraphs (a) and (c) of the definition of such term at clause 1.1.178 above (such Total Unpaid Outstandings, the “Maple Ficus Unpaid Outstandings”), including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLUSA and/or any competent authority to take possession and/or realize any of the Maple Ficus Collateral; 10.2.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLUSA under the Loan Documents and the BLUSA Maple Loan Documents (together, the “BLUSA Maple Ficus Loan Documents”) in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLUSA shall deem fit; 10.2.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLUSA Maple Ficus Loan Documents, in respect of the Maple Ficus Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLUSA Maple Ficus Loan Documents, as aforesaid, as the Bank and BLUSA shall deem fit; 10.2.4. fourth, in or towards payment on account of the principal of the Credit and the BLUSA Maple Credit in such proportion, between the amount of the outstanding principal of such BLUSA Credit, as the Bank and BLUSA deem fit; and 10.2.5. fifth, applied in the same order as set forth in clauses 10.1.1 to 10.1.5 (inclusive) above (to the extent not already applied pursuant to the preceding provisions of this clause 10.2). The Bank and BLL may vary the order set out in clauses 10.2.1 to 10.2.4 above. The foregoing will override any appropriation made by any Obligor. 10.3. Notwithstanding the provisions of clause 10.2 above, if the Bank or BLL is, at any time after the occurrence of an Event of Default, of the opinion, at its absolute discretion, that the application of the proceeds of the realization of any of the Maple Ficus Collateral, in the manner set forth in clause 10.2 above, may be adverse to the interests of the Bank or BLL, then such proceeds shall, if any of the Bank or BLL so directs the Collateral Agent, be applied in accordance with clause 10.1 above and not, for the avoidance of doubt, in accordance with clause 10.2 above.

Application of Payment upon an Event of Default. 10.1. Upon the occurrence of an Event of Default, then, without derogating from any other remedies or relief available to the Bank under law, under any of the Loan Documents or, in respect of the Unpaid Balance of the Other Credit, under any other document, the Bank shall be entitled to take all steps as it deems fit in order to collect all sums owed by the Company to the Bank, including, without limitation, to enforce or bring (or cause the Collateral Agent to enforce or bring) any proceedings under any Security Document and/or to sell, or procure the sale of, all or any of the Collateral or Other Collateral (including, without limitation, the EOI Pledged Shares or any of them), all at the expense of the Company, Gazit-Globe, Gazit 1995, MGN USA, the LTV Guarantors and any other Obligor and to utilize the sums received to repay in part or in full all amounts owed on account of the Unpaid Balance of the Credit and the Unpaid Balance of the Other Credit. In the event the Bank or the Collateral Agent shall take any such steps and/or BLL, the Bank or the Collateral Agent takes any steps to collect any amounts owed by the Company and/or Gazit-Globe and/or Silver Maple Ficus and/or Gazit Generation and/or any other Obligor to BLUSA under any of the BLUSA Loan Documents and/or to BLL under any of the BLL Loan Documents, then (subject to clause 10.2 below) ), any payment received by the Collateral Agent, the Bank and/or BLL in connection with the foregoing shall be applied, as between the obligations of the Company, Gazit-Globe, the Guarantor Shareholders, the LTV Guarantors and any other Obligor under the BLL Loan Documents and the obligations of the Company, Gazit-Globe, the Guarantor Shareholders, the LTV Guarantors and any other Obligor under the BLUSA Loan Documents, in the following order: 10.1.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of the Secured Obligations and all other Total Unpaid Outstandings, including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLL and/or any competent authority to take possession and/or realize any of the Collateral or Other Collateral; 10.1.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLL under the BLL Loan Documents and the Bank under the BLUSA Loan Documents in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLL shall deem fit; 10.1.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLL Loan Documents and the BLUSA Loan Documents, in respect of the Total Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLL Loan Documents and the BLUSA Loan Documents, as aforesaid, as the Bank and BLL shall deem fit; 10.1.4. fourth, in or towards payment on account of the principal of the BLL Credit and the BLUSA Credits in such proportion, between the amount of the outstanding principal of the BLL Credit and the amount of the outstanding principal of the BLUSA Credits, as the Bank and BLL deem fit; and 10.1.5. fifth, in or towards payments on account of the Unpaid Balance of the Other Credit in such order and in such manner as the Bank shall deem fit. The Bank and BLL may vary the order set out in clauses 10.1.1 to 10.1.5 above and may, without derogating from the generality of the foregoing provisions of this clause 10.1, apply any payment in any order it shall so elect (at its absolute discretion) to: (i) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the Loan Documents; and/or to (ii) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the BLL Loan Documents and/or the other BLUSA Loan Documents. The foregoing will override any appropriation made by any Obligor. 10.2. In the event the Bank shall enforce (or cause the Collateral Agent to enforce) the realization of those EOI Pledged Shares then held by, or any other Collateral then owned by, a Maple Ficus Guarantor which are pledged pursuant to a Pledge Agreement to which a Maple Ficus Guarantor is a party, as pledgor (any such EOI Pledged Shares or other Collateral, the “Maple Ficus Collateral”), then, subject to clause 10.3 below, any payment received by the Bank from the proceeds of the realization of such Maple Ficus Collateral shall be applied in the following order: 10.2.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of all Total Unpaid Outstandings referred to in paragraphs (a) and (c) of the definition of such term at clause 1.1.178 above (such Total Unpaid Outstandings, the “Maple Ficus Unpaid Outstandings”), including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLUSA and/or any competent authority to take possession and/or realize any of the Maple Ficus Collateral; 10.2.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLUSA under the BLUSA Ficus Loan Documents and the BLUSA Maple Loan Documents (together, the “BLUSA Maple Ficus Loan Documents”) in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLUSA shall deem fit; 10.2.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLUSA Maple Ficus Loan Documents, in respect of the Maple Ficus Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLUSA Maple Ficus Loan Documents, as aforesaid, as the Bank and BLUSA shall deem fit; 10.2.4. fourth, in or towards payment on account of the principal of the BLUSA Ficus Credit and the BLUSA Maple Credit in such proportion, between the amount of the outstanding principal of such BLUSA Credit, as the Bank and BLUSA deem fit; and 10.2.5. fifth, applied in the same order as set forth in clauses 10.1.1 to 10.1.5 (inclusive) above (to the extent not already applied pursuant to the preceding provisions of this clause 10.2). The Bank and BLL may vary the order set out in clauses 10.2.1 to 10.2.4 above. The foregoing will override any appropriation made by any Obligor. 10.3. Notwithstanding the provisions of clause 10.2 above, if the Bank or BLL is, at any time after the occurrence of an Event of Default, of the opinion, at its absolute discretion, that the application of the proceeds of the realization of any of the Maple Ficus Collateral, in the manner set forth in clause 10.2 above, may be adverse to the interests of the Bank or BLL, then such proceeds shall, if any of the Bank or BLL so directs the Collateral Agent, be applied in accordance with clause 10.1 above and not, for the avoidance of doubt, in accordance with clause 10.2 above.

Application of Payment upon an Event of Default. 10.1. Upon the occurrence of an Event of Default, then, without derogating from any other remedies or relief available to the Bank under law, under any of the Loan Documents or, in respect of the Unpaid Balance of the Other Credit, under any other document, the Bank shall be entitled to take all steps as it deems fit in order to collect all sums owed by the Company to the Bank, including, without limitation, to enforce or bring (or cause the Collateral Agent to enforce or bring) any proceedings under any Security Document and/or to sell, or procure the sale of, all or any of the Collateral or Other Collateral (including, without limitation, the EOI Pledged Shares or any of them), all at the expense of the Company, Gazit-Globe, Gazit 1995, MGN USA, the LTV Guarantors and any other Obligor and to utilize the sums received to repay in part or in full all amounts owed on account of the Unpaid Balance of the Credit and the Unpaid Balance of the Other Credit. In the event the Bank or the Collateral Agent shall take any such steps and/or BLL, the Bank or the Collateral Agent takes any steps to collect any amounts owed by the Company and/or Gazit-Globe and/or Ficus and/or Silver Maple and/or Gazit Generation and/or any other Obligor to BLUSA under any of the BLUSA Loan Documents and/or to BLL under any of the BLL Loan Documents, then (subject to clause 10.2 below) any payment received by the Collateral Agent, the Bank and/or BLL in connection with the foregoing shall be applied, as between the obligations of the Company, Gazit-Globe, the Guarantor Shareholders, the LTV Guarantors and any other Obligor under the BLL Loan Documents and the obligations of the Company, Gazit-Globe, the Guarantor Shareholders, the LTV Guarantors and any other Obligor under the BLUSA Loan Documents, in the following order: 10.1.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of the Secured Obligations and all other Total Unpaid Outstandings, including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLL and/or any competent authority to take possession and/or realize any of the Collateral or Other Collateral; 10.1.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLL under the BLL Loan Documents and the Bank under the BLUSA Loan Documents in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLL shall deem fit; 10.1.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLL Loan Documents and the BLUSA Loan Documents, in respect of the Total Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLL Loan Documents and the BLUSA Loan Documents, as aforesaid, as the Bank and BLL shall deem fit; 10.1.4. fourth, in or towards payment on account of the principal of the BLL Credit and the BLUSA Credits in such proportion, between the amount of the outstanding principal of the BLL Credit and the amount of the outstanding principal of the BLUSA Credits, as the Bank and BLL deem fit; and 10.1.5. fifth, in or towards payments on account of the Unpaid Balance of the Other Credit in such order and in such manner as the Bank shall deem fit. The Bank and BLL may vary the order set out in clauses 10.1.1 to 10.1.5 above and may, without derogating from the generality of the foregoing provisions of this clause 10.1, apply any payment in any order it shall so elect (at its absolute discretion) to: (i) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the Loan Documents; and/or to (ii) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the BLL Loan Documents and/or the other BLUSA Loan Documents. The foregoing will override any appropriation made by any Obligor. 10.2. In the event the Bank shall enforce (or cause the Collateral Agent to enforce) the realization of those EOI Pledged Shares then held by, or any other Collateral then owned by, a Maple Ficus Guarantor which are pledged pursuant to a Pledge Agreement to which a Maple Ficus Guarantor is a party, as pledgor (any such EOI Pledged Shares or other Collateral, the “Maple Ficus Collateral”), then, subject to clause 10.3 below, any payment received by the Bank from the proceeds of the realization of such Maple Ficus Collateral shall be applied in the following order: 10.2.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of all Total Unpaid Outstandings referred to in paragraphs (ac) and (cd) of the definition of such term at clause 1.1.178 1.1.176 above (such Total Unpaid Outstandings, the “Maple Ficus Unpaid Outstandings”), including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLUSA and/or any competent authority to take possession and/or realize any of the Maple Ficus Collateral; 10.2.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLUSA under the BLUSA Ficus Loan Documents and the BLUSA Maple Loan Documents (together, the “BLUSA Maple Ficus Loan Documents”) in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLUSA shall deem fit; 10.2.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLUSA Maple Ficus Loan Documents, in respect of the Maple Ficus Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLUSA Maple Ficus Loan Documents, as aforesaid, as the Bank and BLUSA shall deem fit; 10.2.4. fourth, in or towards payment on account of the principal of the BLUSA Ficus Credit and the BLUSA Maple Credit in such proportion, between the amount of the outstanding principal of such BLUSA Credit, as the Bank and BLUSA deem fit; and 10.2.5. fifth, applied in the same order as set forth in clauses 10.1.1 to 10.1.5 (inclusive) above (to the extent not already applied pursuant to the preceding provisions of this clause 10.2). The Bank and BLL may vary the order set out in clauses 10.2.1 to 10.2.4 above. The foregoing will override any appropriation made by any Obligor. 10.3. Notwithstanding the provisions of clause 10.2 above, if the Bank or BLL is, at any time after the occurrence of an Event of Default, of the opinion, at its absolute discretion, that the application of the proceeds of the realization of any of the Maple Ficus Collateral, in the manner set forth in clause 10.2 above, may be adverse to the interests of the Bank or BLL, then such proceeds shall, if any of the Bank or BLL so directs the Collateral Agent, be applied in accordance with clause 10.1 above and not, for the avoidance of doubt, in accordance with clause 10.2 above.

Application of Payment upon an Event of Default. 10.1. Upon the occurrence of an Event of Default, then, without derogating from any other remedies or relief available to the Bank under law, under any of the Loan Documents or, in respect of the Unpaid Balance of the Other Credit, under any other document, the Bank shall be entitled to take all steps as it deems fit in order to collect all sums owed by the Company to the Bank, including, without limitation, to enforce or bring (or cause the Collateral Agent to enforce or bring) any proceedings under any Security Document and/or to sell, or procure the sale of, all or any of the Collateral or Other Collateral (including, without limitation, the EOI Pledged Shares or any of them), all at the expense of the Company, Gazit-Globe, Gazit 1995, MGN USA, the LTV Guarantors and any other Obligor and to utilize the sums received to repay in part or in full all amounts owed on account of the Unpaid Balance of the Credit and the Unpaid Balance of the Other Credit. In the event the Bank or the Collateral Agent shall take any such steps and/or BLL, the Bank BLL or the Collateral Agent takes any steps to collect any amounts owed by the Company and/or Gazit-Globe and/or Silver Maple and/or Gazit Generation the Company and/or any other Obligor to BLUSA obligor under any of the BLUSA BLL Loan Documents and/or to BLL under any of the BLL Loan Documents, then (subject to clause 10.2 below) any payment received by the Collateral Agent, the Bank and/or BLL in connection with the foregoing shall be applied, as between the obligations of the Company, Gazit-Globe, the Guarantor ShareholdersGazit 1995, MGN USA, the LTV Guarantors and any other Obligor obligor under the BLL Loan Documents and the obligations of the Company, Gazit-Globe, the Guarantor ShareholdersGazit 1995, MGN USA, MGN America, Gazit Maple, the LTV Guarantors Company and any other Obligor under the BLUSA Loan Documents, in the following order: 10.1.110.1. first, in or towards payment discharge of all costs and expenses incurred and which may be incurred in connection with the collection of the Secured Obligations and all other Total Unpaid Outstandings, including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLL and/or any competent authority to take possession and/or realize any of the Collateral or Other Collateral; 10.1.210.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of the Bank under the Loan Documents and BLL under the BLL Loan Documents and the Bank under the BLUSA Loan Documents in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLL shall deem fit; 10.1.310.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLL Loan Documents and the BLUSA BLL Loan Documents, in respect of the Total Unpaid Outstandings, includingother than principal, without limitation, including interest, damages, commissions, fees, breakage costs and all other costs, the foregoing above in such order and to be applied in such proportion between such amounts due but unpaid under the BLL Loan Documents and the BLUSA BLL Loan Documents, as aforesaid, as the Bank and BLL shall deem fit; 10.1.410.4. fourth, in or towards payment on account of the unpaid principal of all Advances under the Credit and the BLL Credit and the BLUSA Credits in such proportion, between the aggregate amount of the outstanding unpaid principal of all Advances under the BLL Credit and the aggregate amount of the outstanding unpaid principal of all BLL Advances under the BLUSA CreditsBLL Credit, as the Bank and BLL deem fit; and 10.1.510.5. fifth, in or towards payments on account of the Unpaid Balance of the Other Credit in such order and in such manner as the Bank shall deem fit. The Bank and BLL may vary the order set out in clauses 10.1.1 to 10.1.5 above and may, without derogating from the generality of the foregoing provisions of this clause 10.1, apply any payment in any order it shall so elect (at its absolute discretion) to: (i) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the Loan Documents; and/or to (ii) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the BLL Loan Documents and/or the other BLUSA Loan Documents. The foregoing will override any appropriation made by any Obligor. 10.2. In the event the Bank shall enforce (or cause the Collateral Agent to enforce) the realization of those EOI Pledged Shares then held by, or any other Collateral then owned by, a Maple Ficus Guarantor which are pledged pursuant to a Pledge Agreement to which a Maple Ficus Guarantor is a party, as pledgor (any such EOI Pledged Shares or other Collateral, the “Maple Ficus Collateral”), then, subject to clause 10.3 below, any payment received by the Bank from the proceeds of the realization of such Maple Ficus Collateral shall be applied in the following order: 10.2.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of all Total Unpaid Outstandings referred to in paragraphs (a) and (c) of the definition of such term at clause 1.1.178 above (such Total Unpaid Outstandings, the “Maple Ficus Unpaid Outstandings”), including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLUSA and/or any competent authority to take possession and/or realize any of the Maple Ficus Collateral; 10.2.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLUSA under the Loan Documents and the BLUSA Maple Loan Documents (together, the “BLUSA Maple Ficus Loan Documents”) in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLUSA shall deem fit; 10.2.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLUSA Maple Ficus Loan Documents, in respect of the Maple Ficus Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLUSA Maple Ficus Loan Documents, as aforesaid, as the Bank and BLUSA shall deem fit; 10.2.4. fourth, in or towards payment on account of the principal of the Credit and the BLUSA Maple Credit in such proportion, between the amount of the outstanding principal of such BLUSA Credit, as the Bank and BLUSA deem fit; and 10.2.5. fifth, applied in the same order as set forth in clauses 10.1.1 to 10.1.5 (inclusive) above (to the extent not already applied pursuant to the preceding provisions of this clause 10.2). The Bank and BLL may vary the order set out in clauses 10.2.1 to 10.2.4 above. The foregoing will override any appropriation made by any Obligor. 10.3. Notwithstanding the provisions of clause 10.2 above, if the Bank or BLL is, at any time after the occurrence of an Event of Default, of the opinion, at its absolute discretion, that the application of the proceeds of the realization of any of the Maple Ficus Collateral, in the manner set forth in clause 10.2 above, may be adverse to the interests of the Bank or BLL, then such proceeds shall, if any of the Bank or BLL so directs the Collateral Agent, be applied in accordance with clause 10.1 above and not, for the avoidance of doubt, in accordance with clause 10.2 above.

Application of Payment upon an Event of Default. 10.1. Upon the occurrence of an Event of Default, then, without derogating from any other remedies or relief available to the Bank under law, under any of the Loan Documents or, in respect of the Unpaid Balance of the Other Credit, under any other document, the Bank shall be entitled to take all steps as it deems fit in order to collect all sums owed by the Company to the Bank, including, without limitation, to enforce or bring (or cause the Collateral Agent to enforce or bring) any proceedings under any Security Document and/or to sell, or procure the sale of, all or any of the Collateral or Other Collateral (including, without limitation, the EOI Pledged Shares or any of them), all at the expense of the Company, Gazit-Globe, Gazit 1995, MGN USA, the LTV Guarantors and any other Obligor and to utilize utilise the sums received to repay in part or in full all amounts owed on account of the Unpaid Balance of the Credit and the Unpaid Balance of the Other Credit. In the event the Bank or the Collateral Agent shall take any such steps and/or BLL, the Bank BLUSA or the Collateral Agent takes any steps to collect any amounts owed by the Company and/or Gazit-Globe and/or Silver Maple and/or Gazit Generation and/or any other Obligor obligor under the US Loan Documents to BLUSA under any of the BLUSA Loan Documents and/or to BLL under any of the BLL US Loan Documents, then (subject to clause 10.2 below) any payment received by the Collateral Agent, the Bank and/or BLL BLUSA in connection with the foregoing shall be applied, as between the obligations of the Company, Gazit-GlobeGazit 1995, the Guarantor ShareholdersMGN USA, the LTV Guarantors and any other Obligor under the BLL Loan Documents and the obligations of the Company, Gazit-GlobeGazit 1995, the Guarantor ShareholdersMGN USA, the LTV Guarantors MGN America, Gazit Maple, Gazit Generation and any other Obligor obligor under the BLUSA US Loan Documents, in the following order: 10.1.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of the Secured Obligations and all other Total Unpaid Outstandings, including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLL and/or any competent authority to take possession and/or realize any of the Collateral or Other Collateral; 10.1.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLL under the BLL Loan Documents and the Bank under the BLUSA Loan Documents in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLL shall deem fit; 10.1.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLL Loan Documents and the BLUSA Loan Documents, in respect of the Total Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLL Loan Documents and the BLUSA Loan Documents, as aforesaid, as the Bank and BLL shall deem fit; 10.1.4. fourth, in or towards payment on account of the principal of the BLL Credit and the BLUSA Credits in such proportion, between the amount of the outstanding principal of the BLL Credit and the amount of the outstanding principal of the BLUSA Credits, as the Bank and BLL deem fit; and 10.1.5. fifth, in or towards payments on account of the Unpaid Balance of the Other Credit in such order and in such manner as the Bank shall deem fit. The Bank and BLL may vary the order set out in clauses 10.1.1 to 10.1.5 above and may, without derogating from the generality of the foregoing provisions of this clause 10.1, apply any payment in any order it shall so elect (at its absolute discretion) to: (i) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the Loan Documents; and/or to (ii) any obligations of the Company and/or Gazit-Globe and/or the Guarantor Shareholders and/or the LTV Guarantors and/or any other Obligor under the BLL Loan Documents and/or the other BLUSA Loan Documents. The foregoing will override any appropriation made by any Obligor. 10.2. In the event the Bank shall enforce (or cause the Collateral Agent to enforce) the realization of those EOI Pledged Shares then held by, or any other Collateral then owned by, a Maple Ficus Guarantor which are pledged pursuant to a Pledge Agreement to which a Maple Ficus Guarantor is a party, as pledgor (any such EOI Pledged Shares or other Collateral, the “Maple Ficus Collateral”), then, subject to clause 10.3 below, any payment received by the Bank from the proceeds of the realization of such Maple Ficus Collateral shall be applied in the following order: 10.2.1. first, in or towards payment of all costs and expenses incurred and which may be incurred in connection with the collection of all Total Unpaid Outstandings referred to in paragraphs (a) and (c) of the definition of such term at clause 1.1.178 above (such Total Unpaid Outstandings, the “Maple Ficus Unpaid Outstandings”), including the costs and remuneration of any receiver, trustee, nominee, custodian or any other entity appointed by the Bank and/or BLUSA and/or any competent authority to take possession and/or realize any of the Maple Ficus Collateral; 10.2.2. second, in or towards payment of any unpaid fees, commissions, breakage costs, costs and expenses of BLUSA under the Loan Documents and the BLUSA Maple Loan Documents (together, the “BLUSA Maple Ficus Loan Documents”) in such proportion between the amounts of such unpaid fees, costs and expenses as the Bank and BLUSA shall deem fit; 10.2.3. third, in or towards payment of any other amount (other than principal) due, but unpaid, under the BLUSA Maple Ficus Loan Documents, in respect of the Maple Ficus Unpaid Outstandings, including, without limitation, interest, the foregoing in such order and to be applied in such proportion between such amounts due but unpaid under the BLUSA Maple Ficus Loan Documents, as aforesaid, as the Bank and BLUSA shall deem fit; 10.2.4. fourth, in or towards payment on account of the principal of the Credit and the BLUSA Maple Credit in such proportion, between the amount of the outstanding principal of such BLUSA Credit, as the Bank and BLUSA deem fit; and 10.2.5. fifth, applied in the same order as set forth in clauses 10.1.1 to 10.1.5 (inclusive) above (to the extent not already applied pursuant to the preceding provisions of this clause 10.2). The Bank and BLL may vary the order set out in clauses 10.2.1 to 10.2.4 above. The foregoing will override any appropriation made by any Obligor. 10.3. Notwithstanding the provisions of clause 10.2 above, if the Bank or BLL is, at any time after the occurrence of an Event of Default, of the opinion, at its absolute discretion, that the application of the proceeds of the realization of any of the Maple Ficus Collateral, in the manner set forth in clause 10.2 above, may be adverse to the interests of the Bank or BLL, then such proceeds shall, if any of the Bank or BLL so directs the Collateral Agent, be applied in accordance with clause 10.1 above and not, for the avoidance of doubt, in accordance with clause 10.2 above.